0000902664-16-008097.txt : 20160912 0000902664-16-008097.hdr.sgml : 20160912 20160912161052 ACCESSION NUMBER: 0000902664-16-008097 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160912 DATE AS OF CHANGE: 20160912 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Adamas Pharmaceuticals Inc CENTRAL INDEX KEY: 0001328143 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 421560076 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88106 FILM NUMBER: 161881110 BUSINESS ADDRESS: STREET 1: 1900 POWELL ST., SUITE 750 CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 510-450-3554 MAIL ADDRESS: STREET 1: 1900 POWELL ST., SUITE 750 CITY: EMERYVILLE STATE: CA ZIP: 94608 FORMER COMPANY: FORMER CONFORMED NAME: NeuroMolecular Pharmaceuticals Inc DATE OF NAME CHANGE: 20050524 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BOW STREET, LLC CENTRAL INDEX KEY: 0001578964 IRS NUMBER: 244778332 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1140 AVENUE OF THE AMERICAS STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-554-5700 MAIL ADDRESS: STREET 1: 1140 AVENUE OF THE AMERICAS STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 SC 13G 1 p16-1784sc13g.htm

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.___)*
 

Adamas Pharmaceuticals, Inc.

(Name of Issuer)
 

Common Stock, par value $0.001 per share

(Title of Class of Securities)
 

00548A106

(CUSIP Number)
 

September 2, 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)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 9 Pages)

 

______________________________

*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 the disclosures provided in a prior cover page.

The information required in 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. 00548A10613GPage 2 of 9 Pages

 

1

NAME OF REPORTING PERSON

Bow Street, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,153,022 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,153,022 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,153,022 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.3%

12

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. 00548A10613GPage 3 of 9 Pages

 

1

NAME OF REPORTING PERSON

A. Akiva Katz

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,153,022 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,153,022 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,153,022 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.3%

12

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 00548A10613GPage 4 of 9 Pages

 

1

NAME OF REPORTING PERSON

Howard Shainker

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

1,153,022 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,153,022 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,153,022 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.3%

12

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 00548A10613GPage 5 of 9 Pages

 

 

Item 1(a). NAME OF ISSUER:
   
  The name of the issuer is Adamas Pharmaceuticals, Inc., a Delaware corporation (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Company's principal executive offices are located at 1900 Powell Street, Suite 750, Emeryville, CA 94608.

 

Item 2(a). NAME OF PERSON FILING:
   
  This statement is filed by:
   
  (i) Bow Street, LLC, a Delaware limited liability company (the "Investment Manager"), with respect to the shares of Common Stock held by the funds to which the Investment Manager serves as investment manager (the "Bow Street Funds");
   
  (ii) Mr. A. Akiva Katz ("Mr. Katz"),  who serves as Managing Partner of the Investment Manager, with respect to the shares of Common Stock held by the Bow Street Funds; and
     
  (iii) Mr. Howard Shainker ("Mr. Shainker"), who serves as Managing Partner of the Investment Manager, with respect to the shares of Common Stock held by the Bow Street Funds.
   
  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
   
  The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Common Stock reported herein.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
   
  The address of the business office of each of the Reporting Persons is c/o Bow Street, LLC, 1140 Avenue of the Americas, 9th Floor, New York, NY 10036.

 

Item 2(c). CITIZENSHIP:
   
  The Investment Manager is a Delaware limited liability company.  Mr. Katz is a Canadian citizen. Mr. Shainker is a United States citizen.

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Common Stock, par value $0.001 per share (the "Common Stock").

 

Item 2(e). CUSIP NUMBER:
   
  00548A106

 

CUSIP No. 00548A10613GPage 6 of 9 Pages

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
   
  (a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d) ¨

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

  (e) ¨ Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

Employee benefit plan or endowment fund in accordance with

Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨

Parent holding company or control person in accordance with

Rule 13d-1(b)(1)(ii)(G);

 

  (h) ¨

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

  (i) ¨

Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

 

  (j) ¨ Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution ________________________:

 

Item 4. OWNERSHIP
   
  The information required by Items 4(a) – (c)  is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
   
  The percentage set forth in Row (11) of the cover page for each Reporting Person is based on the 21,929,038 shares of Common Stock outstanding as of August 1, 2016, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016 filed with the Securities and Exchange Commission on August 4, 2016.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
  Not applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  See Item 2.

 

CUSIP No. 00548A10613GPage 7 of 9 Pages

 

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. CERTIFICATION.

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of its or his 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. 00548A10613GPage 8 of 9 Pages

 

SIGNATURES

After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: September 12, 2016

 

BOW STREET, LLC    
     
     
By: /s/ A. Akiva Katz    
Name: A. Akiva Katz    
Title: Managing Partner    
     
     
/s/ A. Akiva Katz    
A. AKIVA KATZ    
     
     
/s/ Howard Shainker    
HOWARD SHAINKER    

 

 

CUSIP No. 00548A10613GPage 9 of 9 Pages

EXHIBIT I

 

JOINT FILING AGREEMENT

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

DATED as of September 12, 2016

 

BOW STREET, LLC    
     
     
By: /s/ A. Akiva Katz    
Name: A. Akiva Katz    
Title: Managing Partner    
     
     
/s/ A. Akiva Katz    
A. AKIVA KATZ    
     
     
/s/ Howard Shainker    
HOWARD SHAINKER