UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
FURIEX PHARMACEUTICALS, INC.
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
36106P101
(CUSIP Number)
Frederic N. Eshelman
929 North Front Street
Wilmington, NC 28401
with a copy to:
Stephen Fraidin, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
(212) 446-4800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 20, 2011
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Cusip No. 36106P101 No.
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1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):
Fredric N. Eshelman | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ¨ (b) ¨
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3. | SEC Use Only
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4. | Source of Funds (See Instructions):
OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
Not Applicable | |||||
6. | Citizenship or Place of Organization:
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power:
1,081,687* | ||||
8. | Shared Voting Power:
108,620* | |||||
9. | Sole Dispositive Power:
1,081,687* | |||||
10. | Shared Dispositive Power:
108,620* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
1,190,307* | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
Not Applicable | |||||
13. |
Percent of Class Represented by Amount in Row (11):
12%* | |||||
14. |
Type of Reporting Person (See Instructions):
IN |
* | 1,190,307 shares includes 1,081,687 shares directly held by Fredric N. Eshelman (the Reporting Person); 41,666 shares held in a grantor retained annuity trust; 938 shares and 65,876 options to acquire shares held by Elk Mountain Consulting, LLC, a member-managed Wyoming limited liability company (Elk Mountain), Iron Bar Holdings, LLC, member, itself a manager-managed LLC, sole member and manager Fredric N. Eshelman; and 140 shares held by the Reporting Persons spouse. The 1,190,307 shares do not include 131,751 options to acquire shares held by Elk Mountain which cannot be exercised in the next 60 days. The Reporting Person has sole voting and dispositive power for 1,081,687 shares. The Reporting Person has shared voting and dispositive power over the 938 shares and 65,876 options to acquire shares held by Elk Mountain Consulting, LLC (not including 131,751 options to acquire shares held by Elk Mountain which cannot be exercised in the next 60 days) and the Reporting Person may be deemed to have shared voting and dispositive powers as to the 140 shares held by his spouse and the 41,666 shares held by the grantor retained annuity trust. The percent of class represented by amount in row (11) is based on 9,881,340 shares of common stock outstanding as of April 30, 2011, as reported in the Companys Quarterly Report on Form 10-Q for the period ended March 31, 2011 filed with the Securities and Exchange Commission on May 3, 2011. |
2
Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, this Amendment No. 1 (this Amendment No. 1) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the SEC) on May 3, 2011 (the Original 13D, and, together with the this Amendment No. 1, the Schedule 13D) as described below.
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is amended and supplemented by adding the following:
The Reporting Person used personal funds and accessed other sources of financing, including debt available through a customary margin account with a broker-dealer, to acquire additional Shares.
Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is amended and restated in its entirety as follow:
Based upon the information provided by the Company there were 9,881,340 Shares issued and outstanding as of April 30, 2011. As of the date hereof, the Reporting Person beneficially owns 1,190,307 Shares (or 12 percent of the Shares issued and outstanding as of April 30, 2011) including 1,081,687 Shares directly held by the Reporting Person, 41,666 Shares held in a grantor retained annuity trust; 938 Shares and 65,876 options to acquire Shares held by Elk Mountain, and 140 shares held by the Reporting Persons spouse. The 1,190,307 Shares do not include 131,751 options to acquire Shares held by Elk Mountain which cannot be exercised in the next 60 days. The Reporting Person has sole voting and dispositive power for 1,081,687 Shares. The Reporting Person has shared voting and dispositive power over the 938 Shares and 65,876 options to acquire Shares held by Elk Mountain (not including 131,751 options to acquire shares held by Elk Mountain which cannot be exercised in the next 60 days) and the Reporting Person may be deemed to have shared voting and dispositive powers as to the 140 Shares held by his spouse and the 41,666 Shares held by the grantor retained annuity trust.
Other than the transactions set forth below, from the date of the filing of the Original Schedule 13D through May 20, 2011, there were no transactions effected in the Shares, or securities convertible into, exercisable for or exchangeable for the Shares, by the Reporting Person.
Date |
Type of Transaction |
Number of Shares |
Security Type | Price per Share ($) | ||||||
5/18/2011 |
Purchase | 12,599 | Shares | $ | 14.52 | |||||
5/19/2011 |
Purchase | 12,599 | Shares | $ | 14.12 | |||||
5/20/2011 |
Purchase | 465,000 | Shares | $ | 13.99 |
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.
May 23, 2011 | ||
/s/ Fredric N. Eshelman | ||
Fredric N. Eshelman |
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).