0001062993-23-009669.txt : 20230428 0001062993-23-009669.hdr.sgml : 20230428 20230428161832 ACCESSION NUMBER: 0001062993-23-009669 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230427 FILED AS OF DATE: 20230428 DATE AS OF CHANGE: 20230428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sessa Capital IM, L.P. CENTRAL INDEX KEY: 0001595849 STATE OF INCORPORATION: DE FISCAL YEAR END: 1214 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38552 FILM NUMBER: 23866536 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-257-4410 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sessa Capital (Master), L.P. CENTRAL INDEX KEY: 0001618360 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38552 FILM NUMBER: 23866538 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-257-4410 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sessa Capital GP, LLC CENTRAL INDEX KEY: 0001618699 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38552 FILM NUMBER: 23866537 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.257.4410 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sessa Capital IM GP, LLC CENTRAL INDEX KEY: 0001618700 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38552 FILM NUMBER: 23866535 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.257.4410 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Petry John CENTRAL INDEX KEY: 0001618702 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38552 FILM NUMBER: 23866534 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Provention Bio, Inc. CENTRAL INDEX KEY: 0001695357 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 55 BROAD STREET, 2ND FLOOR CITY: RED BANK STATE: NJ ZIP: 07701 BUSINESS PHONE: 908-428-9136 MAIL ADDRESS: STREET 1: 55 BROAD STREET, 2ND FLOOR CITY: RED BANK STATE: NJ ZIP: 07701 FORMER COMPANY: FORMER CONFORMED NAME: Provention Inc. DATE OF NAME CHANGE: 20170120 4 1 form4.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0407 4 2023-04-27 1 0001695357 Provention Bio, Inc. PRVB 0001618360 Sessa Capital (Master), L.P. 888 SEVENTH AVENUE, 30TH FLOOR NEW YORK NY 10019 0 0 1 0 0001618699 Sessa Capital GP, LLC 888 SEVENTH AVENUE, 30TH FLOOR NEW YORK NY 10019 0 0 1 0 0001595849 Sessa Capital IM, L.P. 888 SEVENTH AVENUE, 30TH FLOOR NEW YORK NY 10019 0 0 1 0 0001618700 Sessa Capital IM GP, LLC 888 SEVENTH AVENUE, 30TH FLOOR NEW YORK NY 10019 0 0 1 0 0001618702 Petry John 888 SEVENTH AVENUE, 30TH FLOOR NEW YORK NY 10019 0 0 1 0 0 Common Stock 2023-04-27 4 U 0 15567497 D 0 D Reflects the disposition of Issuer common stock pursuant to an Agreement and Plan of Merger dated March 12, 2023, in which Zest Acquisition Sub, Inc. ("Purchaser"), an indirect wholly-owned subsidiary of Sanofi S.A., commenced a tender offer on March 24, 2023 (the "Offer") to purchase all of the issued and outstanding shares (the "Shares") of common stock, par value $0.0001 per share, of the Issuer at a price of $25.00 per Share in cash. The Issuer has reported that, as of the expiration of the Offer at one minute after 11:59 p.m., Eastern Time, on April 26, 2023, 74,490,556 Shares had been validly tendered and not validly withdrawn pursuant to the Offer. On April 27, 2023, Purchaser irrevocably accepted for payment all Shares that were validly tendered and not validly withdrawn. The Issuer further reported that on April 27, 2023, following consummation of the Offer, Purchaser merged with and into the Issuer, with the Issuer as the surviving corporation. These securities of the Issuer are beneficially owned by (i) Sessa Capital (Master), L.P. (the "Fund"), as a result of direct beneficial ownership of the securities, (ii) Sessa Capital GP, LLC, indirectly as a result of being the sole general partner of the Fund, (iii) Sessa Capital IM, L.P., indirectly as a result of being the investment adviser for the Fund, (iv) Sessa Capital IM GP, LLC, indirectly as a result of being the sole general partner of Sessa Capital IM, L.P., and (v) John Petry, indirectly as a result of being the manager of Sessa Capital GP, LLC and Sessa Capital IM GP, LLC. Each of the Reporting Persons and Mr. Petry disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein. /s/ John Petry, for Sessa Capital (Master), L.P., By: Sessa Capital GP, LLC, its general partner, By: John Petry, as manager 2023-04-28 /s/ John Petry, for Sessa Capital GP, LLC, By: John Petry, as manager 2023-04-28 /s/ John Petry, for Sessa Capital IM, L.P., By: Sessa Capital IM GP, LLC, its general partner, By: John Petry, as manager 2023-04-28 /s/ John Petry, for Sessa Capital IM GP, LLC, By: John Petry, as manager 2023-04-28 /s/ John Petry 2023-04-28