SC 13G

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Delaware Street Capital Master Fund, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP^*

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

0001193125-19-222574.txt : 20190815 0001193125-19-222574.hdr.sgml : 20190815 20190815171102 ACCESSION NUMBER: 0001193125-19-222574 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190815 DATE AS OF CHANGE: 20190815 GROUP MEMBERS: ANDREW G. BLUHM GROUP MEMBERS: DSC ADVISORS, L.L.C. GROUP MEMBERS: DSC ADVISORS, L.P. GROUP MEMBERS: DSC MANAGERS, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Foamix Pharmaceuticals Ltd. CENTRAL INDEX KEY: 0001606645 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88525 FILM NUMBER: 191031009 BUSINESS ADDRESS: STREET 1: 2 HOLZMAN ST. STREET 2: WEIZMANN SCIENCE PARK CITY: REHOVOT STATE: L3 ZIP: 76704 BUSINESS PHONE: 97289316233 MAIL ADDRESS: STREET 1: 2 HOLZMAN ST. STREET 2: WEIZMANN SCIENCE PARK CITY: REHOVOT STATE: L3 ZIP: 76704 FORMER COMPANY: FORMER CONFORMED NAME: Foamix Ltd. DATE OF NAME CHANGE: 20140428 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Delaware Street Capital Master Fund, L.P. CENTRAL INDEX KEY: 0001648576 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 900 N. MICHIGAN, SUITE 1600 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 312-915-2886 MAIL ADDRESS: STREET 1: 900 N. MICHIGAN, SUITE 1600 CITY: CHICAGO STATE: IL ZIP: 60611 SC 13G 1 d541713dsc13g.htm SC 13G SC 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

Foamix Pharmaceuticals Ltd.

(Name of Issuer)

Ordinary Shares, par value NIS 0.16 per share

(Title of Class of Securities)

M46135105

(CUSIP Number)

August 9, 2019

(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)


CUSIP No. M46135105		13G

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4(b).


CUSIP No. M46135105		13G

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4(b).


CUSIP No. M46135105		13G

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4(b).


CUSIP No. M46135105		13G

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4(b).


CUSIP No. M46135105		13G

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4(b).

SCHEDULE 13G

This Schedule 13G (this “Schedule 13G”) relates to shares of Ordinary Shares, par value NIS 0.16 (“Ordinary Shares”), of Foamix Pharmaceuticals Ltd., a company incorporated under the laws of the State of Israel (the “Issuer”), and is being filed on behalf of (i) Delaware Street Capital Master Fund, L.P. (the “Fund”), a Cayman Islands exempted limited partnership, (ii) DSC Advisors, L.P. (“DSCA”), a Delaware limited partnership, as investment manager to the Fund, (iii) DSC Managers, L.L.C. (“DSCM”), a Delaware limited liability company, as the general partner of the Fund, (iv) DSC Advisors, L.L.C. (“DSCA LLC”), a Delaware limited liability company, as the general partner of DSCA, and (v) Andrew G. Bluhm, the principal of DSCA LLC (the persons mentioned in (ii), (iii), (iv) and (v) above are referred to herein as the “Delaware Street Capital Group,” and, together with the Fund, the “Reporting Persons”). All of the Ordinary Shares are held by the Fund.

Item 1(a)

Name of Issuer.

Foamix Pharmaceuticals Ltd.

Item 1(b)

Address of Issuer’s Principal Executive Offices.

2 Holzman Street, Weizmann Science Park

Rehovot 7670402, Israel

Item 2(a)

Name of Person Filing.

(i) Delaware Street Capital Master Fund, L.P., (ii) DSC Advisors, L.P. (iii) DSC Managers, L.L.C, (iv) DSC Advisors, L.L.C. and (v) Andrew G. Bluhm.

Item 2(b)

Address of Principal Business Office, or, if none, Residence.

900 North Michigan, Suite 1600

Chicago, IL 60611

Item 2(c)

Citizenship or Place of Organization.

The Fund is a Cayman Islands exempted limited partnership. DSCA is a Delaware limited partnership. DSCM is a Delaware limited liability company. DSCA LLC is a Delaware limited liability company. Mr. Bluhm is a United States citizen.

Item 2(d)

Title of Class of Securities.

Ordinary Shares, par value NIS 0.16 (the “Ordinary Shares”).

Item 2(e)

CUSIP Number.

M46135105

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:

Inapplicable.

Item 4

Ownership.

(a)

The Fund may be deemed the beneficial owner of 3,062,593 Ordinary Shares it holds. The Delaware Street Capital Group may be deemed the beneficial owner of 3,062,593 Ordinary Shares held by the Fund.

(b)

The Reporting Persons may be deemed the beneficial owners of 5.0% of the Issuer’s outstanding Ordinary Shares. This percentage was calculated by dividing (i) 3,062,593, the number of Ordinary Shares held by the Fund, by (ii) 61,003,927, the number of Ordinary Shares issued and outstanding as of August 1, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 7, 2019.

(c)

The Fund has the sole power to vote and dispose of the 3,062,593 Ordinary Shares it holds directly. The Delaware Street Capital Group has the shared power to vote and dispose of the 3,062,593 Ordinary Shares held by the Fund.

Item 5

Ownership of Five Percent or Less of a Class.

Inapplicable.

Item 6

Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable.

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.

Item 8

Identification and Classification of Members of the Group.

Inapplicable.

Item 9

Notice of Dissolution of Group.

Inapplicable.

Item 10

Certification.

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

Exhibits

Exhibit 1

Joint Filing Agreement by and among the Reporting Persons dated as of August 15, 2019.

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.

Date: August 15, 2019


Delaware Street Capital Master Fund, L.P.

By:	DSC Managers, L.L.C., its general partner

	By:	/s/ Andrew G. Bluhm
	Name:	Andrew G. Bluhm
	Title:	Managing Member

DSC Managers, L.L.C.

	By:	/s/ Andrew G. Bluhm
	Name:	Andrew G. Bluhm
	Title:	Managing Member

DSC Advisors, L.P.

By:	DSC Advisors, L.L.C., its general partner

	By:	/s/ Andrew G. Bluhm
	Name:	Andrew G. Bluhm
	Title:	Managing Member

DSC Advisors, L.L.C.

	By:	/s/ Andrew G. Bluhm
	Name:	Andrew G. Bluhm
	Title:	Managing Member

/s/ Andrew G. Bluhm
Andrew G. Bluhm

EX-99.1 2 d541713dex991.htm EX-99.1 EX-99.1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Ordinary Shares, par value NIS 0.16, of Foamix Pharmaceuticals Ltd., a company organized under the laws of the State of Israel, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of August 15, 2019.


Delaware Street Capital Master Fund, L.P.

By:	DSC Managers, L.L.C., its general partner

	By:	/s/ Andrew G. Bluhm
	Name:	Andrew G. Bluhm
	Title:	Managing Member

DSC Managers, L.L.C.

	By:	/s/ Andrew G. Bluhm
	Name:	Andrew G. Bluhm
	Title:	Managing Member

DSC Advisors, L.P.

By:	DSC Advisors, L.L.C., its general partner

	By:	/s/ Andrew G. Bluhm
	Name:	Andrew G. Bluhm
	Title:	Managing Member


DSC Advisors, L.L.C.

	By:	/s/ Andrew G. Bluhm
	Name:	Andrew G. Bluhm
	Title:	Managing Member

/s/ Andrew G. Bluhm
Andrew G. Bluhm