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