0001193125-17-042363.txt : 20170214 0001193125-17-042363.hdr.sgml : 20170214 20170214111803 ACCESSION NUMBER: 0001193125-17-042363 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170214 DATE AS OF CHANGE: 20170214 GROUP MEMBERS: ANNE-MARI PASTER GROUP MEMBERS: DANISH BIOTECH SPV I P/S GROUP MEMBERS: DANISH BIOTECH SPV I, GP LTD. GROUP MEMBERS: KRIS ALLEN GROUP MEMBERS: MARTIN MULLINS GROUP MEMBERS: OMEGA FUND IV G.P. MANAGER, LTD. GROUP MEMBERS: OMEGA FUND IV GP, L.P. GROUP MEMBERS: OTELLO STAMPACCHIA GROUP MEMBERS: RICHARD LIM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Egalet Corp CENTRAL INDEX KEY: 0001586105 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 463575334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87969 FILM NUMBER: 17604589 BUSINESS ADDRESS: STREET 1: 600 LEE ROAD STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 610-833-4200 MAIL ADDRESS: STREET 1: 600 LEE ROAD STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Omega Fund IV, L.P. CENTRAL INDEX KEY: 0001528382 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1 ROYAL PLAZA, ROYAL AVENUE CITY: ST. PETER PORT STATE: Y7 ZIP: GY1 2HL BUSINESS PHONE: 44 0 148 173 5806 MAIL ADDRESS: STREET 1: 1 ROYAL PLAZA, ROYAL AVENUE CITY: ST. PETER PORT STATE: Y7 ZIP: GY1 2HL SC 13G/A 1 d235448dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 2 Schedule 13G Amendment No. 2

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

(Amendment No. 2)

 

 

Egalet Corporation

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

28226B104

(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. 28226B104    13 G     

 

  1   

NAMES OF REPORTING PERSONS

 

Omega Fund IV, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (1)

 

  3  

SEC USE ONLY

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

314,574

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

314,574

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

314,574

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.25% (2)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

(1) This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV G.P. Manager, Ltd. (“Omega Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Anne-Mari Paster (“Paster”), Danish Biotech SPV I P/S (“Danish Biotech”), Danish Biotech SPV I, GP Ltd. (“Danish Biotech Ltd”), Kris Allen (“Allen”), and Martin Mullins (“Mullins”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Lim, Stampacchia, and Paster are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. Danish Biotech Ltd is the general partner of Danish Biotech and may be deemed to beneficially own the shares held by Danish Biotech. Allen and Mullins are the directors of Danish Biotech Ltd and may be deemed to beneficially own the shares held by Danish Biotech. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) This percentage is calculated based upon 25,189,125 shares of the Common Stock outstanding as of November 8, 2016 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 8, 2016.

CUSIP NO. 28226B104    13 G     

 

  1   

NAMES OF REPORTING PERSONS

 

Omega Fund IV GP, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (1)

 

  3  

SEC USE ONLY

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

314,574

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

314,574

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

314,574

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.25% (2)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

(1) This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV G.P. Manager, Ltd. (“Omega Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Anne-Mari Paster (“Paster”), Danish Biotech SPV I P/S (“Danish Biotech”), Danish Biotech SPV I, GP Ltd. (“Danish Biotech Ltd”), Kris Allen (“Allen”), and Martin Mullins (“Mullins”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Lim, Stampacchia, and Paster are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. Danish Biotech Ltd is the general partner of Danish Biotech and may be deemed to beneficially own the shares held by Danish Biotech. Allen and Mullins are the directors of Danish Biotech Ltd and may be deemed to beneficially own the shares held by Danish Biotech. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) This percentage is calculated based upon 25,189,125 shares of the Common Stock outstanding as of November 8, 2016 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 8, 2016.

CUSIP NO. 28226B104    13 G     

 

  1   

NAMES OF REPORTING PERSONS

 

Omega Fund IV G.P. Manager, Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (1)

 

  3  

SEC USE ONLY

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

314,574

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

314,574

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

314,574

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.25% (2)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

(1) This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV G.P. Manager, Ltd. (“Omega Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Anne-Mari Paster (“Paster”), Danish Biotech SPV I P/S (“Danish Biotech”), Danish Biotech SPV I, GP Ltd. (“Danish Biotech Ltd”), Kris Allen (“Allen”), and Martin Mullins (“Mullins”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Lim, Stampacchia, and Paster are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. Danish Biotech Ltd is the general partner of Danish Biotech and may be deemed to beneficially own the shares held by Danish Biotech. Allen and Mullins are the directors of Danish Biotech Ltd and may be deemed to beneficially own the shares held by Danish Biotech. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) This percentage is calculated based upon 25,189,125 shares of the Common Stock outstanding as of November 8, 2016 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 8, 2016.

CUSIP NO. 28226B104    13 G     

 

  1   

NAMES OF REPORTING PERSONS

 

Richard Lim

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (1)

 

  3  

SEC USE ONLY

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

314,574

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

314,574

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

314,574

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.25% (2)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

(1) This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV G.P. Manager, Ltd. (“Omega Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Anne-Mari Paster (“Paster”), Danish Biotech SPV I P/S (“Danish Biotech”), Danish Biotech SPV I, GP Ltd. (“Danish Biotech Ltd”), Kris Allen (“Allen”), and Martin Mullins (“Mullins”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Lim, Stampacchia, and Paster are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. Danish Biotech Ltd is the general partner of Danish Biotech and may be deemed to beneficially own the shares held by Danish Biotech. Allen and Mullins are the directors of Danish Biotech Ltd and may be deemed to beneficially own the shares held by Danish Biotech. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) This percentage is calculated based upon 25,189,125 shares of the Common Stock outstanding as of November 8, 2016 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 8, 2016.

CUSIP NO. 28226B104    13 G     

 

  1   

NAMES OF REPORTING PERSONS

 

Otello Stampacchia

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (1)

 

  3  

SEC USE ONLY

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Italy

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

314,574

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

314,574

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

314,574

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.25% (2)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

(1) This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV G.P. Manager, Ltd. (“Omega Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Anne-Mari Paster (“Paster”), Danish Biotech SPV I P/S (“Danish Biotech”), Danish Biotech SPV I, GP Ltd. (“Danish Biotech Ltd”), Kris Allen (“Allen”), and Martin Mullins (“Mullins”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Lim, Stampacchia, and Paster are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. Danish Biotech Ltd is the general partner of Danish Biotech and may be deemed to beneficially own the shares held by Danish Biotech. Allen and Mullins are the directors of Danish Biotech Ltd and may be deemed to beneficially own the shares held by Danish Biotech. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) This percentage is calculated based upon 25,189,125 shares of the Common Stock outstanding as of November 8, 2016 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 8, 2016.

CUSIP NO. 28226B104    13 G     

 

  1   

NAMES OF REPORTING PERSONS

 

Anne-Mari Paster

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (1)

 

  3  

SEC USE ONLY

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

314,574

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

314,574

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

314,574

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.25% (2)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

(1) This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV G.P. Manager, Ltd. (“Omega Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Anne-Mari Paster (“Paster”), Danish Biotech SPV I P/S (“Danish Biotech”), Danish Biotech SPV I, GP Ltd. (“Danish Biotech Ltd”), Kris Allen (“Allen”), and Martin Mullins (“Mullins”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Lim, Stampacchia, and Paster are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. Danish Biotech Ltd is the general partner of Danish Biotech and may be deemed to beneficially own the shares held by Danish Biotech. Allen and Mullins are the directors of Danish Biotech Ltd and may be deemed to beneficially own the shares held by Danish Biotech. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) This percentage is calculated based upon 25,189,125 shares of the Common Stock outstanding as of November 8, 2016 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 8, 2016.

CUSIP NO. 28226B104    13 G     

 

  1   

NAMES OF REPORTING PERSONS

 

Danish Biotech SPV I P/S

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (1)

 

  3  

SEC USE ONLY

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Denmark

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

2,575,352

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

2,575,352

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,575,352

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

10.22% (2)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

(1) This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV G.P. Manager, Ltd. (“Omega Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Anne-Mari Paster (“Paster”), Danish Biotech SPV I P/S (“Danish Biotech”), Danish Biotech SPV I, GP Ltd. (“Danish Biotech Ltd”), Kris Allen (“Allen”), and Martin Mullins (“Mullins”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Lim, Stampacchia, and Paster are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. Danish Biotech Ltd is the general partner of Danish Biotech and may be deemed to beneficially own the shares held by Danish Biotech. Allen and Mullins are the directors of Danish Biotech Ltd and may be deemed to beneficially own the shares held by Danish Biotech. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) This percentage is calculated based upon 25,189,125 shares of the Common Stock outstanding as of November 8, 2016 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 8, 2016.

CUSIP NO. 28226B104    13 G     

 

  1   

NAMES OF REPORTING PERSONS

 

Danish Biotech SPV I, GP Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (1)

 

  3  

SEC USE ONLY

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Guernsey

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

2,575,352

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

2,575,352

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,575,352

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

10.22% (2)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

(1) This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV G.P. Manager, Ltd. (“Omega Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Anne-Mari Paster (“Paster”), Danish Biotech SPV I P/S (“Danish Biotech”), Danish Biotech SPV I, GP Ltd. (“Danish Biotech Ltd”), Kris Allen (“Allen”), and Martin Mullins (“Mullins”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Lim, Stampacchia, and Paster are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. Danish Biotech Ltd is the general partner of Danish Biotech and may be deemed to beneficially own the shares held by Danish Biotech. Allen and Mullins are the directors of Danish Biotech Ltd and may be deemed to beneficially own the shares held by Danish Biotech. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) This percentage is calculated based upon 25,189,125 shares of the Common Stock outstanding as of November 8, 2016 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 8, 2016.

CUSIP NO. 28226B104    13 G     

 

  1   

NAMES OF REPORTING PERSONS

 

Kris Allen

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (1)

 

  3  

SEC USE ONLY

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Kingdom

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

2,575,352

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

2,575,352

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,575,352

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

10.22% (2)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

(1) This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV G.P. Manager, Ltd. (“Omega Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Anne-Mari Paster (“Paster”), Danish Biotech SPV I P/S (“Danish Biotech”), Danish Biotech SPV I, GP Ltd. (“Danish Biotech Ltd”), Kris Allen (“Allen”), and Martin Mullins (“Mullins”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Lim, Stampacchia, and Paster are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. Danish Biotech Ltd is the general partner of Danish Biotech and may be deemed to beneficially own the shares held by Danish Biotech. Allen and Mullins are the directors of Danish Biotech Ltd and may be deemed to beneficially own the shares held by Danish Biotech. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) This percentage is calculated based upon 25,189,125 shares of the Common Stock outstanding as of November 8, 2016 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 8, 2016.

CUSIP NO. 28226B104    13 G     

 

  1   

NAMES OF REPORTING PERSONS

 

Martin Mullins

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (1)

 

  3  

SEC USE ONLY

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Kingdom

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

2,575,352

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

2,575,352

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,575,352

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

10.22% (2)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

(1) This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV G.P. Manager, Ltd. (“Omega Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Anne-Mari Paster (“Paster”), Danish Biotech SPV I P/S (“Danish Biotech”), Danish Biotech SPV I, GP Ltd. (“Danish Biotech Ltd”), Kris Allen (“Allen”), and Martin Mullins (“Mullins”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Lim, Stampacchia, and Paster are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. Danish Biotech Ltd is the general partner of Danish Biotech and may be deemed to beneficially own the shares held by Danish Biotech. Allen and Mullins are the directors of Danish Biotech Ltd and may be deemed to beneficially own the shares held by Danish Biotech. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) This percentage is calculated based upon 25,189,125 shares of the Common Stock outstanding as of November 8, 2016 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 8, 2016.

CUSIP NO. 28226B104   13 G    

 

Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.001 per share (“Common Stock”), of Egalet Corporation (the “Issuer”).

 

Item 1(a)   Name of Issuer:
  Egalet Corporation (the “Issuer”)
Item 1(b)   Address of issuer’s principal executive offices:
  Egalet Corporation
  600 Lee Road, Suite 100
  Wayne, PA 19087
Items 2(a)   Name of Reporting Persons filing:
  Omega Fund IV, L.P. (“Omega Fund”)
  Omega Fund IV GP, L.P. (“Omega GP”)
  Omega Fund IV G.P. Manager, Ltd. (“Omega Ltd.”)
  Richard Lim (“Lim”)
  Otello Stampacchia (“Stampacchia”)
  Anne-Mari Paster (“Paster”)
  Danish Biotech SPV I P/S (“Danish Biotech”)
  Danish Biotech SPV I, GP Ltd. (“Danish Biotech Ltd”)
  Kris Allen (“Allen”)
  Martin Mullins (“Mullins”)
Item 2(b)   Address or principal business office or, if none, residence:
                            The address of the principal business office of Omega Fund, Omega GP, Omega Ltd, Lim, Stampacchia, and Paster is c/o Omega Fund Management, LLC, 185 Dartmouth Street, Suite 502, Boston, MA 02116. The address of the principal business office of Allen, Mullins, and Danish Biotech Ltd is c/o IPES (Guernsey) Limited, 1 Royal Plaza, Royal Avenue, St. Peter Port, Guernsey GY 1 2HL, Channel Islands, UK. The address of the principal business office of Danish Biotech is c/o Gorrissen Federspiel Kierkegarrd, H.C. Andersens Boulevard 12, 1553 Copenhagen, Denmark.
Item 2(c)   Citizenship:
   

Name

  

Citizenship or Place of Organization

  Omega Fund   Cayman Islands
  Omega GP   Cayman Islands
  Omega Ltd.   Cayman Islands
  Lim   United States of America
  Stampacchia   Italy
  Paster   United States of America
  Danish Biotech   Denmark
  Danish Biotech Ltd   Guernsey
  Allen   United Kingdom
  Mullins   United Kingdom
Item 2(d)   Title of class of securities:
  Common Stock, $0.001 par value per share

CUSIP NO. 28226B104   13 G    

 

Item 2(e)   CUSIP No.:
  28226B104
Item 3   If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filings is a:
  Not applicable.
Item 4   Ownership
  The following information with respect to the ownership of Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2016:
 

 

Reporting Persons

    Shares of
Common
Stock Held
Directly		      Sole
Voting
Power		      Shared
Voting
Power		      Sole
Dispositive
Power		      Shared
Dispositive
Power		      Beneficial
Ownership		      Percentage
of Class
(1)		  

Omega Fund(2)(4)

      314,574         0         314,574         0         314,574         314,574         1.25 % 

Omega GP(2)(4)

      0         0         314,574         0         314,574         314,574         1.25 % 

Omega Ltd(2)(4)

      0         0         314,574         0         314,574         314,574         1.25 % 

Lim (2)(4)

      0         0         314,574         0         314,574         314,574         1.25 % 

Stampacchia(2)(4)

      0         0         314,574         0         314,574         314,574         1.25 % 

Paster(2)(4)

      0         0         314,574         0         314,574         314,574         1.25 % 

Danish Biotech(3)(4)

      2,575,352         0         2,575,352         0         2,575,352         2,575,352         10.22 % 

Danish Biotech Ltd(3)(4)

      0         0         2,575,352         0         2,575,352         2,575,352         10.22 % 

Allen(3)(4)

      0         0         2,575,352         0         2,575,352         2,575,352         10.22 % 

Mullins(3)(4)

      0         0         2,575,352         0         2,575,352         2,575,352         10.22 % 

 

(1) This percentage is calculated based upon 25,189,125 shares of the Common Stock outstanding as of November 8, 2016 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 8, 2016.
(2) Omega Fund owns 314,574 shares. Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund, and each of Omega GP and Omega Ltd may be deemed to own beneficially the shares held by Omega Fund. Lim, Stampacchia, and Paster are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund.
(3) Danish Biotech owns 2,575,352 shares. Danish Biotech Ltd is the general partner of Danish Biotech and may be deemed to beneficially own the shares held by Danish Biotech. Allen and Mullins are the directors of Danish Biotech Ltd and may be deemed to beneficially own the shares held by Danish Biotech.
(4) The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

Item 5   Ownership of Five Percent or Less of a Class
  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
  If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  ☐

CUSIP NO. 28226B104   13 G    

 

Item 7   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
  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
  Not applicable.

CUSIP NO. 28226B104   13 G    

 

SIGNATURES

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 13, 2017
OMEGA FUND IV, L.P.
BY:   Omega Fund IV GP, L.P.
ITS:   GENERAL PARTNER
BY:   Omega Fund IV G.P. Manager, Ltd.
ITS:   GENERAL PARTNER
By:  

/s/ Anne-Mari Paster

  Director
OMEGA FUND IV GP, L.P.
BY:   Omega Fund IV G.P. Manager, Ltd.
ITS:   GENERAL PARTNER
By:  

/s/ Anne-Mari Paster

  Director
OMEGA FUND IV G.P. MANAGER, LTD.
By:  

/s/ Anne-Mari Paster

  Director

/s/ Richard Lim

Richard Lim

/s/ Otello Stampacchia

Otello Stampacchia

/s/ Anne-Mari Paster

Anne-Mari Paster
DANISH BIOTECH SPV I P/S
By:  

/s/ Martin Mullins

  Martin Mullins, Director
By:  

/s/ Kris Allen

  Kris Allen, Director
DANISH BIOTECH SPV I, GP Ltd.
By:  

/s/ Martin Mullins

  Martin Mullins, Director

CUSIP NO. 28226B104   13 G    

 

/s/ Kris Allen

Kris Allen

/s/ Martin Mullins

Martin Mullins

Exhibit(s):

 

Exhibit 99.1:    Joint Filing Statement
 EX-99.1 2 d235448dex991.htm EX-99.1 EX-99.1
CUSIP No. 28226B104    13G    Exhibit 99.1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Stock of Egalet Corporation.

 

Dated:   February 13, 2017
OMEGA FUND IV, L.P.
BY:   Omega Fund IV GP, L.P.
ITS:   GENERAL PARTNER
BY:   Omega Fund IV G.P. Manager, Ltd.
ITS:   GENERAL PARTNER
By:  

/s/ Anne-Mari Paster

  Director
OMEGA FUND IV GP, L.P.
BY:   Omega Fund IV G.P. Manager, Ltd.
ITS:   GENERAL PARTNER
By:  

/s/ Anne-Mari Paster

  Director
OMEGA FUND IV G.P. MANAGER, LTD.
By:  

/s/ Anne-Mari Paster

  Director

/s/ Richard Lim

Richard Lim

/s/ Otello Stampacchia

Otello Stampacchia

/s/ Anne-Mari Paster

Anne-Mari Paster
DANISH BIOTECH SPV I P/S
By:  

/s/ Martin Mullins

  Martin Mullins, Director
By:  

/s/ Kris Allen

  Kris Allen, Director
DANISH BIOTECH SPV I, GP Ltd.
By:  

/s/ Martin Mullins

  Martin Mullins, Director

/s/ Kris Allen

Kris Allen

/s/ Martin Mullins

Martin Mullins