0000950142-17-000220.txt : 20170203 0000950142-17-000220.hdr.sgml : 20170203 20170203161518 ACCESSION NUMBER: 0000950142-17-000220 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170203 DATE AS OF CHANGE: 20170203 GROUP MEMBERS: AISLING CAPITAL III, LP GROUP MEMBERS: AISLING CAPITAL PARTNERS III LLC GROUP MEMBERS: AISLING CAPITAL PARTNERS III, LP GROUP MEMBERS: ANDREW SCHIFF GROUP MEMBERS: DENNIS PURCELL GROUP MEMBERS: STEVE ELMS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUNOVION CNS DEVELOPMENT CANADA ULC CENTRAL INDEX KEY: 0001532079 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 981226819 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88902 FILM NUMBER: 17572271 BUSINESS ADDRESS: STREET 1: 828 RICHMOND STREET WEST CITY: TORONTO STATE: A6 ZIP: M6J 1C9 BUSINESS PHONE: 416-703-2449 MAIL ADDRESS: STREET 1: 828 RICHMOND STREET WEST CITY: TORONTO STATE: A6 ZIP: M6J 1C9 FORMER COMPANY: FORMER CONFORMED NAME: Cynapsus Therapeutics Inc. DATE OF NAME CHANGE: 20111005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AISLING CAPITAL III LP CENTRAL INDEX KEY: 0001444717 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 888 Seventh Avenue, 30th Fl CITY: New York STATE: NY ZIP: 10106 BUSINESS PHONE: 212-651-6380 MAIL ADDRESS: STREET 1: 888 Seventh Avenue, 30th Fl CITY: New York STATE: NY ZIP: 10106 SC 13G/A 1 eh1700174_13ga2-sunovion.htm AMENDMENT NO. 2

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Sunovion CNS Development Canada ULC
(Name of Issuer)
 
Common Stock, no par value
(Title of Class of Securities)
 
23257Y859
(CUSIP Number)
 
December 31, 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)
 
*The remainder of this cover page shall be filled out for a reporting person’s 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. 23257Y859
SCHEDULE 13G
Page 2 of 12
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Aisling Capital III, LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(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 (See Item 4)
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
 
12
TYPE OF REPORTING PERSON
 
PN
 

 

 
CUSIP No. 23257Y859
SCHEDULE 13G
Page 3 of 12
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Aisling Capital Partners III, LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(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 (See Item 4)
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
 
12
TYPE OF REPORTING PERSON
 
PN
 

 

 
CUSIP No. 23257Y859
SCHEDULE 13G
Page 4 of 12
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Aisling Capital Partners III LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(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 (See Item 4)
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
 
12
TYPE OF REPORTING PERSON
 
OO
 

 

 
CUSIP No. 23257Y859
SCHEDULE 13G
Page 5 of 12
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Steve Elms
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(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 (See Item 4)
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
 
12
TYPE OF REPORTING PERSON
 
IN
 

 

 
CUSIP No. 23257Y859
SCHEDULE 13G
Page 6 of 12
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Dennis Purcell
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(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 (See Item 4)
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
 
12
TYPE OF REPORTING PERSON
 
IN
 

 

 
CUSIP No. 23257Y859
SCHEDULE 13G
Page 7 of 12
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Andrew Schiff
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(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 (See Item 4)
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
 
12
TYPE OF REPORTING PERSON
 
IN
 

 

 
CUSIP No. 23257Y859
SCHEDULE 13G
Page 8 of 12

 
ITEM 1.
(a)
Name of Issuer:
 
 
 
 
 
Sunovion CNS Development Canada ULC (the “Issuer”)
 
 
 
 
(b)
Address of Issuer’s Principal Executive Offices:
 
 
 
 
 
828 Richmond Street West
Toronto, Ontario
M6J 1C9 Canada
 
 
ITEM 2.
(a)
Name of Person Filing:
 
 
 
 
 
This Schedule 13G (this “Statement”) is being filed by the following persons (collectively, the “Reporting Persons”):
 
 
(i)
Aisling Capital III, LP, a Delaware limited partnership (“Aisling”);
 
(ii)
Aisling Capital Partners III, LP, a Delaware limited partnership (“Aisling Partners”), a general partner of Aisling;
 
(iii)
Aisling Capital Partners III LLC, a Delaware limited liability company (“Aisling Partners GP”), a general partner of Aisling Partners;
 
(iv)
Mr. Steve Elms, a managing member of Aisling Partners GP;
 
(v)
Mr. Dennis Purcell, a managing member of Aisling Partners GP; and
 
(vi)
Mr. Andrew Schiff, a managing member of Aisling Partners GP.

 
(b)
Address of Principal Business Office, or if None, Residence:
 
 
 
 
 
The address of the principal business offices of each of the Reporting Persons is 888 Seventh Avenue, 12th Floor, New York, New York 10106.
 
 
 
 
(c)
Citizenship:
 
 
 
 
(i)
Aisling — a Delaware limited partnership
 
(ii)
Aisling Partners — a Delaware limited partnership
 
(iii)
Aisling Partners GP — a Delaware limited liability company
 
(iv)
Mr. Elms — United States
 
(v)
Mr. Purcell — United States
 
(vi)
Mr. Schiff — United States
 
 
(d)
Title of Class of Securities:
 
 
 
 
 
Common Stock, no par value (the “Common Stock”).
 
 
 
 
(e)
CUSIP Number:
 
 
 
 
 
23257Y859
 
 
 
ITEM 3.
IF THIS STATEMENT IS FILED PURSUANT TO §240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
 
 
 
 
Not Applicable
 

 
CUSIP No. 23257Y859
SCHEDULE 13G
Page 9 of 12

 
ITEM 4.
OWNERSHIP
 
 
 
(a)
Amount beneficially owned:
 
 
 
 
 
Each of the Reporting Persons may be deemed to beneficially own an aggregate of 0 shares of Common Stock.
 
 
 
 
(b)
Percent of class:
 
 
 
 
 
Based on the calculations made in accordance with Rule 13d-3(d), each of the Reporting Persons may be deemed to beneficially own approximately 0.0% of the outstanding Common Stock.
 
 
 
 
(c)
Number of shares as to which such person has:
 
 
 
 
 
(i), (iii)
Sole power to vote or to direct the vote/Sole power to dispose of or to direct the disposition of:
 
 
 
 
 
 
 
Each of Aisling, Aisling Partners and Aisling Partners GP may be deemed to have sole power to direct the voting and disposition of the 0 shares of Common Stock beneficially owned by Aisling.
 
 
 
 
 
 
(ii), (iv)
Shared power to vote or to direct the vote/Shared power to dispose of or to direct the disposition of:
 
 
 
 
 
 
 
By virtue of the relationships between and among the Reporting Persons as described in Item 2, each of Messrs. Elms, Purcell and Schiff, may be deemed to share the power to direct the voting and the disposition of the 0 shares of Common Stock beneficially owned by Aisling.
 
ITEM 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
 
 
 
Not Applicable.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
 
 
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
 
 
 
Not Applicable.
 

 
CUSIP No. 23257Y859
SCHEDULE 13G
Page 10 of 12
 
 
ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
 
 
 
Not Applicable.
 
 
ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
 
 
 
Not Applicable.
 
 
ITEM 9.
NOTICE OF DISSOLUTION OF GROUP
 
 
 
Not Applicable.
 
 
ITEM 10.
CERTIFICATIONS.
 
 
 
By signing below each of the undersigned certifies that, to the best of its 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.
 
 
 
 

 
CUSIP No. 23257Y859
SCHEDULE 13G
Page 11 of 12
 
 
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.

Dated:  February 3, 2017


AISLING CAPITAL III, LP
 
 
 
By: Aisling Capital Partners III, LP,
As its General Partner
 
 
 
By: Aisling Capital Partners III LLC,
As its General Partner
 
 
 
By: 
/s/  Dennis Purcell
 
 
Name:  Dennis Purcell
Title:    Managing Member
 

AISLING CAPITAL PARTNERS III, LP
 
 
 
By: Aisling Capital Partners III LLC,
As its General Partner
 
 
 
By: 
/s/  Dennis Purcell
 
 
Name:  Dennis Purcell
Title:    Managing Member
 

AISLING CAPITAL PARTNERS III LLC
 
 
 
By: 
/s/  Dennis Purcell
 
 
Name:  Dennis Purcell
Title:    Managing Member
 

STEVE ELMS
 
 
 
By: 
/s/  Steve Elms
 

DENNIS PURCELL
 
 
 
By: 
/s/  Dennis Purcell
 

ANDREW SCHIFF
 
 
 
By: 
/s/  Andrew Schiff
 

 
 

 
CUSIP No. 23257Y859
SCHEDULE 13G
Page 12 of 12
 
 
EXHIBIT INDEX
 
Exhibit 1.
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).