CUSIP No. 00784D103
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SCHEDULE 13D
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Page 2 of Pages
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1
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NAMES OF REPORTING PERSONS
TPG Group Holdings (SBS) Advisors, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) (b)
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||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES
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7
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SOLE VOTING POWER
- 0 - |
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BENEFICIALLY OWNED BY
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8
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SHARED VOTING POWER
1,112,290 (See Items 3, 4 and 5)
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EACH REPORTING PERSON
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9
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SOLE DISPOSITIVE POWER
- 0 - |
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WITH
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10
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SHARED DISPOSITIVE POWER
1,112,290 (See Items 3, 4 and 5)
|
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,112,290 (See Items 3, 4 and 5)
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||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.9% (See Item 5)*
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14
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TYPE OF REPORTING PERSON
CO
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* |
The calculation assumes that 5,885,040 shares of Common Stock (as defined herein) are outstanding upon closing of the Merger (as defined herein), after giving
effect to the one-for-six reverse stock split effectuated by the Issuer (as defined herein) on May 3, 2019, based on information in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange
Commission (the “Commission”) on January 24, 2019.
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CUSIP No. 00784D103
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SCHEDULE 13D
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Page 3 of Pages
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1
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NAMES OF REPORTING PERSONS
David Bonderman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
(b)
|
||
3
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SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (see
instructions)
OO (See Item 3)
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES
|
7
|
SOLE VOTING POWER
-0-
|
|
BENEFICIALLY OWNED BY
|
8
|
SHARED VOTING POWER
1,112,290 (See Items 3, 4 and 5)
|
|
EACH REPORTING PERSON
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
WITH
|
10
|
SHARED DISPOSITIVE POWER
1,112,290 (See Items 3, 4 and 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,112,290 (See Items 3, 4 and 5)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.9% (See Item 5)*
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
* |
The calculation assumes that 5,885,040 shares of Common Stock are outstanding upon closing of the Merger, after giving effect to the one-for-six reverse stock
split effectuated by the Issuer on May 3, 2019, based on information in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Commission on January 24, 2019.
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CUSIP No. 00784D103
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SCHEDULE 13D
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Page 3 of Pages
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1
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NAMES OF REPORTING PERSONS
James Coulter
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
(b)
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3
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SEC USE ONLY
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||
4
|
SOURCE OF FUNDS (see
instructions)
OO (See Item 3)
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES
|
7
|
SOLE VOTING POWER
-0-
|
|
BENEFICIALLY OWNED BY
|
8
|
SHARED VOTING POWER
1,112,290 (See Items 3, 4 and 5)
|
|
EACH REPORTING PERSON
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
WITH
|
10
|
SHARED DISPOSITIVE POWER
1,112,290 (See Items 3, 4 and 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,112,290 (See Items 3, 4 and 5)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.9% (See Item 5)*
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
* |
The calculation assumes that 5,885,040 shares of Common Stock are outstanding upon closing of the Merger, after giving effect to the one-for-six reverse stock
split effectuated by the Issuer on May 3, 2019, based on information in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Commission on January 24, 2019.
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1. |
Agreement of Joint Filing by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T3 Advisors, Inc., T3 Advisors II, Inc.,
TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter, dated as of February 14, 2011 (incorporated herein by reference to Exhibit 1 to Schedule 13G filed by TPG Group Holdings (SBS) Advisors, Inc., David
Bonderman and James G. Coulter on February 14, 2011).
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2. |
Agreement and Plan of Merger and Reorganization, dated as of October 11, 2018, as amended and supplemented from time to time, by and among Alliqua BioMedical,
Inc., Embark Merger Sub, Inc. and Adynxx, Inc. (incorporated herein by reference to Annex A and Annex B to the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Commission on January 24, 2019).
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TPG Group Holdings (SBS) Advisors, Inc.
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By:
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/s/ Michael LaGatta
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Name:
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Michael LaGatta
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Title:
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Vice President
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David Bonderman
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By:
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/s/ Brad Berenson
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Name:
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Brad Berenson, on behalf of David Bonderman (1)
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James G. Coulter
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By:
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/s/ Brad Berenson
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Name:
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Brad Berenson, on behalf of James G. Coulter (2)
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Name
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Title
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David Bonderman
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President
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James G. Coulter
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Senior Vice President
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Jon Winkelried
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Senior Vice President
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Ken Murphy
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Vice President and Director
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Michael LaGatta
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Vice President and Director
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Joann Harris
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Chief Compliance Officer
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Steven A. Willmann
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Treasurer
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Martin Davidson
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Chief Accounting Officer
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Stephen D. Rose
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Assistant Treasurer
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1.
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Agreement of Joint Filing by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T3 Advisors, Inc., T3 Advisors II,
Inc., TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter, dated as of February 14, 2011 (incorporated herein by reference to Exhibit 1 to Schedule 13G filed by TPG Group Holdings (SBS) Advisors, Inc.,
David Bonderman and James G. Coulter on February 14, 2011).
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2.
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Agreement and Plan of Merger and Reorganization, dated as of October 11, 2018, as amended and supplemented from time to time, by and among Alliqua BioMedical,
Inc., Embark Merger Sub, Inc. and Adynxx, Inc. (incorporated herein by reference to Annex A and Annex B to the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Commission on January 24, 2019).
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