SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
(Rule 13d-102)
(Amendment No. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Relypsa, Inc.
(Name of Issuer)
Common stock, par value $0.001 per share
(Title of Class of Securities)
75931106
(CUSIP Number)
September 30, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
CUSIP No. 75931106 | 13G/A | Page 2 of 17 |
1 | NAME OF REPORTING PERSONS
Highland Small-Cap Equity Fund | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0** | ||||
6 | SHARED VOTING POWER
0 | |||||
7 | SOLE DISPOSITIVE POWER
0** | |||||
8 | SHARED DISPOSITIVE POWER
0 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%** | |||||
12 | TYPE OF REPORTING PERSON*
IV, OO |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4. |
CUSIP No. 75931106 | 13G/A | Page 3 of 17 |
1 | NAME OF REPORTING PERSONS
Highland Capital Management Fund Advisors, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
0** | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
0** | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%** | |||||
12 | TYPE OF REPORTING PERSON*
IA, PN |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4. |
CUSIP No. 75931106 | 13G/A | Page 4 of 17 |
1 | NAME OF REPORTING PERSONS
Strand Advisors XVI, Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
0** | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
0** | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%** | |||||
12 | TYPE OF REPORTING PERSON*
HC, CO |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4. |
CUSIP No. 75931106 | 13G/A | Page 5 of 17 |
1 | NAME OF REPORTING PERSONS
NexPoint Credit Strategies Fund | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0** | ||||
6 | SHARED VOTING POWER
0 | |||||
7 | SOLE DISPOSITIVE POWER
0** | |||||
8 | SHARED DISPOSITIVE POWER
0 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%** | |||||
12 | TYPE OF REPORTING PERSON*
IV, OO |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4. |
CUSIP No. 75931106 | 13G/A | Page 6 of 17 |
1 | NAME OF REPORTING PERSONS
NexPoint Advisors, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
0** | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
0** | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%** | |||||
12 | TYPE OF REPORTING PERSON*
IA, PN |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4. |
CUSIP No. 75931106 | 13G/A | Page 7 of 17 |
1 | NAME OF REPORTING PERSONS
NexPoint Advisors GP, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
0** | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
0** | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%** | |||||
12 | TYPE OF REPORTING PERSON*
HC, OO |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4. |
CUSIP No. 75931106 | 13G/A | Page 8 of 17 |
1 | NAME OF REPORTING PERSONS
Highland Select Equity Master Fund, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0** | ||||
6 | SHARED VOTING POWER
0** | |||||
7 | SOLE DISPOSITIVE POWER
0** | |||||
8 | SHARED DISPOSITIVE POWER
0** | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%** | |||||
12 | TYPE OF REPORTING PERSON*
PN |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4. |
CUSIP No. 75931106 | 13G/A | Page 9 of 17 |
1 | NAME OF REPORTING PERSONS
Highland Select Equity Fund GP, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0** | ||||
6 | SHARED VOTING POWER
0** | |||||
7 | SOLE DISPOSITIVE POWER
0** | |||||
8 | SHARED DISPOSITIVE POWER
0** | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%** | |||||
12 | TYPE OF REPORTING PERSON*
PN |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4. |
CUSIP No. 75931106 | 13G/A | Page 10 of 17 |
1 | NAME OF REPORTING PERSONS
Highland Select Equity GP, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0** | ||||
6 | SHARED VOTING POWER
0** | |||||
7 | SOLE DISPOSITIVE POWER
0** | |||||
8 | SHARED DISPOSITIVE POWER
0** | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%** | |||||
12 | TYPE OF REPORTING PERSON*
OO |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4. |
CUSIP No. 75931106 | 13G/A | Page 11 of 17 |
1 | NAME OF REPORTING PERSONS
Highland Capital Management, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0** | ||||
6 | SHARED VOTING POWER
0** | |||||
7 | SOLE DISPOSITIVE POWER
0** | |||||
8 | SHARED DISPOSITIVE POWER
0** | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%** | |||||
12 | TYPE OF REPORTING PERSON*
IA, PN |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4. |
CUSIP No. 75931106 | 13G/A | Page 12 of 17 |
1 | NAME OF REPORTING PERSONS
Strand Advisors, Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
0** | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
0** | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%** | |||||
12 | TYPE OF REPORTING PERSON*
HC, CO |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4. |
CUSIP No. 75931106 | 13G/A | Page 13 of 17 |
1 | NAME OF REPORTING PERSONS
James D. Dondero | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
0** | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
0** | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%** | |||||
12 | TYPE OF REPORTING PERSON*
HC, IN |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4. |
SCHEDULE 13G/A
This Amendment No. 1 to the Schedule 13G (this Amendment) is being filed on behalf of Highland Small-Cap Equity Fund, a series of Highland Funds II, a Massachusetts business trust (the Small-Cap Fund), Highland Capital Management Fund Advisors, L.P., a Delaware limited partnership (Highland Fund Advisors), Strand Advisors XVI, Inc., a Delaware corporation (Strand XVI), NexPoint Credit Strategies Fund, a Delaware statutory trust (the Credit Fund), NexPoint Advisors, L.P., a Delaware limited partnership (NexPoint), NexPoint Advisors GP, LLC, a Delaware limited liability company (NexPoint GP), Highland Select Equity Master Fund, L.P., a Bermuda limited partnership (the Select Fund and collectively with the Small-Cap Fund and the Credit Fund, the Funds), Highland Select Equity Fund GP, L.P., a Delaware limited partnership (Select GP), Highland Select Equity GP, LLC, a Delaware limited liability company (Select LLC), Highland Capital Management, L.P., a Delaware limited partnership (Highland Capital), Strand Advisors, Inc., a Delaware corporation (Strand), and James D. Dondero (collectively, the Reporting Persons). This Amendment modifies the original Schedule 13G filed with the Securities and Exchange Commission on August 8, 2016 (the Original 13G) by the Reporting Persons.
Brad Ross is the President of Strand XVI and James D. Dondero is the President of NexPoint GP and Strand. Strand XVI is the general partner of Highland Fund Advisors. Highland Fund Advisors is the investment advisor to the Small-Cap Fund. NexPoint GP is the general partner of NexPoint. NexPoint is the investment advisor to the Credit Fund. Strand is the general partner of Highland Capital. Highland Capital is the sole member of Select LLC. Select LLC is the general partner of Select GP. Select GP is the general partner of the Select Fund. This Amendment relates to the Common stock, par value $0.001 per share (the Common Stock), of Relypsa, Inc., a Delaware corporation (the Issuer), held by the Funds.
Item 4 | Ownership. |
Item 4 of the Original 13G is hereby amended and restated to read as follows:
The Reporting Persons own 0 shares of Common Stock of the Issuer.
Item 5 | Ownership of Five Percent or Less of a Class. |
Item 5 of the Original 13G is hereby amended and restated to read as follows:
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [X].
Item 10 | Certification. |
By signing below each of the Reporting Persons certifies that, to the best of such persons knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: October 7, 2016
HIGHLAND FUNDS II, on behalf of its series Highland Small-Cap Equity | ||||
By: | /s/ Dustin Norris | |||
Name: Dustin Norris | ||||
Title: Assistant Treasurer | ||||
HIGHLAND CAPITAL MANAGEMENT FUND ADVISORS, L.P. | ||||
By: | Strand Advisors XVI, Inc., its general partner | |||
By: | /s/ Dustin Norris | |||
Name: Dustin Norris | ||||
Title: Assistant Treasurer | ||||
STRAND ADVISORS XVI, INC. | ||||
By: | /s/ Dustin Norris | |||
Name: Dustin Norris | ||||
Title: Assistant Treasurer | ||||
NEXPOINT CREDIT STRATEGIES FUND | ||||
By: NexPoint Advisors, L.P., its investment manager | ||||
By: NexPoint Advisors GP, LLC, its general partner | ||||
By: | /s/ Dustin Norris | |||
Name: Dustin Norris | ||||
Title: Secretary |
NEXPOINT ADVISORS, L.P. | ||||
By: NexPoint Advisors GP, LLC, its general partner | ||||
By: | /s/ Dustin Norris | |||
Name: Dustin Norris | ||||
Title: Secretary | ||||
NEXPOINT ADVISORS GP, LLC | ||||
By: | /s/ Dustin Norris | |||
Name: Dustin Norris | ||||
Title: Secretary | ||||
HIGHLAND SELECT EQUITY MASTER FUND, L.P. | ||||
By: Highland Select Equity Fund GP, L.P., its general partner | ||||
By: Highland Select Equity GP, LLC, its general partner | ||||
By: Highland Capital Management, L.P., its sole member | ||||
By: Strand Advisors, Inc., its general partner | ||||
By: | /s/ James D. Dondero | |||
Name: James D. Dondero | ||||
Title: President | ||||
HIGHLAND SELECT EQUITY FUND GP, L.P. | ||||
By: Highland Select Equity GP, LLC, its general partner | ||||
By: Highland Capital Management, L.P., its sole member |
By: | Strand Advisors, Inc., its general partner | |||
By: | /s/ James D. Dondero | |||
Name: James D. Dondero | ||||
Title: President | ||||
HIGHLAND SELECT EQUITY GP, LLC | ||||
By: Highland Capital Management, L.P., its sole member | ||||
By: | Strand Advisors, Inc., its general partner | |||
By: | /s/ James D. Dondero | |||
Name: James D. Dondero | ||||
Title: President | ||||
HIGHLAND CAPITAL MANAGEMENT, L.P. | ||||
By: | Strand Advisors, Inc., its general partner | |||
By: | /s/ James D. Dondero | |||
Name: James D. Dondero | ||||
Title: President | ||||
STRAND ADVISORS, INC. | ||||
By: | /s/ James D. Dondero | |||
Name: James D. Dondero | ||||
Title: President | ||||
/s/ James D. Dondero | ||||
James D. Dondero |