0000899243-22-028860.txt : 20220816 0000899243-22-028860.hdr.sgml : 20220816 20220816185540 ACCESSION NUMBER: 0000899243-22-028860 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220812 FILED AS OF DATE: 20220816 DATE AS OF CHANGE: 20220816 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RP Management, LLC CENTRAL INDEX KEY: 0001507673 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35945 FILM NUMBER: 221171643 BUSINESS ADDRESS: STREET 1: 110 EAST 59TH STREET STREET 2: SUITE 3300 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-883-0200 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET STREET 2: SUITE 3300 CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Legorreta Pablo G. CENTRAL INDEX KEY: 0001507678 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35945 FILM NUMBER: 221171644 MAIL ADDRESS: STREET 1: 110 E 59TH STREET STREET 2: SUITE 3300 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: Legorreta Pablo DATE OF NAME CHANGE: 20101213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Royalty Pharma Investments 2019 ICAV CENTRAL INDEX KEY: 0001909645 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35945 FILM NUMBER: 221171641 BUSINESS ADDRESS: STREET 1: C/O RP MANAGEMENT, LLC STREET 2: 100 E. 59TH ST., 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-883-0200 MAIL ADDRESS: STREET 1: C/O RP MANAGEMENT, LLC STREET 2: 100 E. 59TH ST., 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RPI Finance Trust CENTRAL INDEX KEY: 0001793690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35945 FILM NUMBER: 221171642 BUSINESS ADDRESS: STREET 1: 110 EAST 59TH STREET STREET 2: SUITE 3300 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-883-0200 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET STREET 2: SUITE 3300 CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Epizyme, Inc. CENTRAL INDEX KEY: 0001571498 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 261349956 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 400 TECHNOLOGY SQUARE STREET 2: 4TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-229-5872 MAIL ADDRESS: STREET 1: 400 TECHNOLOGY SQUARE STREET 2: 4TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02139 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-08-12 1 0001571498 Epizyme, Inc. EPZM 0001507678 Legorreta Pablo G. C/O RP MANAGEMENT, LLC, 110 E. 59TH ST., 33RD FLOOR NEW YORK NY 10022 1 0 1 0 0001507673 RP Management, LLC C/O RP MANAGEMENT, LLC 110 E. 59TH ST., 33RD FLOOR NEW YORK NY 10022 1 0 1 0 0001793690 RPI Finance Trust C/O RP MANAGEMENT, LLC 110 E. 59TH ST., 33RD FLOOR NEW YORK NY 10022 1 0 1 0 0001909645 Royalty Pharma Investments 2019 ICAV C/O RP MANAGEMENT, LLC, 110 E. 59TH ST., 33RD FLOOR NEW YORK NY 10022 1 0 1 0 Common Stock, par value $0.0001 2022-08-12 4 U 0 31933334 D 0 I See footnotes Restricted Stock Units 0.00 2022-08-12 4 D 0 8060 0.00 D Common Stock 8060 0 D Restricted Stock Units 0.00 2022-08-12 4 D 0 8994 0.00 D Common Stock 8994 0 D Represents (a) (i) 6,666,667 shares of the Issuer's common stock ("Shares") and (ii) 2,500,000 shares of the Issuer's common stock, in each case acquired by RPI Finance Trust ("RPIFT") pursuant to that certain Purchase Agreement, dated November 4, 2019, by and between the Issuer and RPIFT and (b) 22,666,667 shares of common stock acquired by Royalty Pharma Investments 2019 ICAV ("RPI 2019 ICAV") from the underwriter in an underwritten public offering conducted by the Issuer that closed on January 31, 2022. Reflects disposition of Shares in connection with that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Ipsen Pharma SAS and Hibernia Merger Sub, Inc. ("Merger Sub"), dated as of June 27, 2022, including the completion of a tender offer to purchase all outstanding Shares of the Issuer, at a price per Share of (i) $1.45 per Share (the "Cash Consideration"), plus (ii) one (1) contractual contingent value right per Share ("CVR"), which represents the right to receive one or more contingent payments upon the achievement of certain milestones, if any (collectively, the "Offer Price"), and the consummation of the merger (the "Merger") between the Issuer and Merger Sub on August 12, 2022. As of the effective time of the Merger (the "Effective Time"), each Share held by the Reporting Person was converted into the Offer Price. This Form 4 is being jointly filed by RP Management, LLC ("RP Management"), RPIFT, and Pablo G. Legorreta (collectively, the "Reporting Persons"). RP Management, as the manager of RPIFT and RPI 2019 ICAV, and Mr. Legorreta, as the manager of RP Management, may be deemed to have beneficial ownership under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") of the securities beneficially owned by RPIFT and RPI 2019 ICAV. RP Management and Mr. Legorreta disclaim beneficial ownership of the securities indicated except to the extent of their pecuniary interest therein, and the reporting herein of such securities shall not be construed as an admission that RP Management and/or Mr. Legorreta are the beneficial owners thereof for purposes of Section 16 of the Exchange Act or for any other purpose. Mr. Legorreta served on the board of directors of the Issuer as a representative of RPIFT and RPI 2019 ICAV. (Continued from Footnote 3) Each of RPIFT, RPI 2019 ICAV and RP Management, LLC may be deemed to be a director by deputization of the Issuer for purposes of Section 16(b)-3(d) of the Exchange Act. Mr. Legorreta is deemed to hold the derivative security and the shares issuable thereunder for the benefit of RP Management. Mr. Legorreta is the manager of RP Management. Any exercise of the derivative security, when vested, or sale of the shares issuable upon exercise shall be at the direction of RP Management and the proceeds of the sale of the shares issuable upon exercise shall be delivered to RP Management. The proceeds of the sale of the shares issuable under the derivative security will be offset against the management fee payable to RP Management by RPIFT, RPI 2019 ICAV, and certain of their respective indirect owners (such indirect owners, the "Funds"), all of which are managed by RP Management. (Continued from Footnote 5) Mr. Legorreta and such Funds disclaim beneficial ownership of the securities indicated except to the extent of their pecuniary interest therein, and the reporting herein of such securities shall not be construed as an admission that Mr. Legorreta or any of such Funds is the beneficial owner thereof for purposes of Section 16 of the Exchange Act or for any other purpose. Mr. Legorreta served on the board of directors of the Issuer as a representative of RPIFT and RPI 2019 ICAV. Each of RPIFT, RPI 2019 ICAV and RP Management may be deemed to be a director by deputization of the Issuer for purposes of Section 16(b)-3(d) of the Exchange Act. Reflects disposition of restricted stock units ("RSUs") in accordance with the Merger Agreement, pursuant to which, effective immediately prior to the Effective Time, each unvested RSU held by the Reporting Person automatically vested in full and was canceled and converted into the right to receive (i) an amount of cash equal to the product of (A) the total number of Shares then underlying such RSU multiplied by (B) the Cash Consideration and (ii) one (1) CVR for each Share underlying such RSU, in each case, less applicable withholding. /s/ Pablo G. Legorreta 2022-08-16 RP Management, LLC, By: /s/ Pablo G. Legorreta, Chief Executive Officer 2022-08-16 RPI Finance Trust, By: RP Management, LLC, its Administrator, /s/ Pablo G. Legorreta, Chief Executive Officer 2022-08-16 Royalty Pharma Investments 2019 ICAV, By: /s/ Pablo G. Legorreta, Director 2022-08-16