0001387131-17-003713.txt : 20170720 0001387131-17-003713.hdr.sgml : 20170720 20170720161955 ACCESSION NUMBER: 0001387131-17-003713 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170720 DATE AS OF CHANGE: 20170720 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PEREGRINE PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000704562 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 953698422 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-37393 FILM NUMBER: 17974577 BUSINESS ADDRESS: STREET 1: 14282 FRANKLIN AVE CITY: TUSTIN STATE: CA ZIP: 92780 BUSINESS PHONE: 7145086000 MAIL ADDRESS: STREET 1: 14282 FRANKLIN AVE CITY: TUSTIN STATE: CA ZIP: 92780 FORMER COMPANY: FORMER CONFORMED NAME: TECHNICLONE CORP/DE/ DATE OF NAME CHANGE: 19970924 FORMER COMPANY: FORMER CONFORMED NAME: TECHNICLONE INTERNATIONAL CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Tappan Street Partners LLC CENTRAL INDEX KEY: 0001666737 IRS NUMBER: 452662859 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 33 IRVING PL STREET 2: SUITE 5024 CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 6463626242 MAIL ADDRESS: STREET 1: 33 IRVING PL STREET 2: THIRD FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 SC 13G 1 tappan-sc13g_072017.htm SCHEDULE TO REPORT ACQUISITION OF BENEFICAL OWNERSHIP

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934*

 

 
Peregrine Pharmaceuticals, Inc.

(Name of Issuer)

 

Common Stock par value $0.0001 per share

(Title of Class of Securities)

 

713661502

(CUSIP Number)

 

July 11, 2017

(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 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 . 713661502   Page 2 of 7

 

1

NAME OF REPORTING PERSONS
Tappan Street Partners, LLC

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 45-2662859

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United State of America

  

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

 5

SOLE VOTING POWER

2,298,684*

  
6

SHARED VOTING POWER

0

  
7

SOLE DISPOSITIVE POWER

2,298,684*

  
8

SHARED DISPOSITIVE POWER

0

  
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,298,684*

  
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.1%*+

  
12

TYPE OF REPORTING PERSON

IA

  
         

*As of July 11, 2017, Tappan Street Partners LLC possesses the power to vote and dispose or direct the disposition of 2,298,684 shares, and as such may be deemed to beneficially own 2,298,684 shares.

 

+ Based on a total of 45,069,188 Shares outstanding as of July 10, 2017, as set forth in the Issuer’s most recent Form 10-K, filed July 14, 2017.

 

 
 

 

CUSIP No. 713661502   Page 4 of 7

 

Item 1(a).   Name of Issuer:                                     Peregrine Pharmaceuticals, Inc.
     
Item 1(b).  

Address of Issuer’s Principal Executive Offices:  

14282 Franklin Avenue,

Tustin, California 92780

     
     
Item 2(a).   Name of Person Filing:    Tappan Street Partners, LLC
                                                
     
Item 2(b).   Address of Principal Business Office or, if None, Residence:
    33 Irving Place, Third Floor, New York, NY 10003
     
     
Item 2(c).   Citizenship:
    United States
     
     
Item 2(d).   Title of Class of Securities:
    Common Stock, $0.0001 par value per share
     
     
Item 2(e).   CUSIP Number: 731661502
     
     
     
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:
   
  (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) ☒ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

 
 

 

CUSIP No . 731661502   Page 5 of 7

 

  (f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) ☐ A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);
       
  (h) ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) ☐ A 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) ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
       
Item 4. Ownership.
   
  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
   
  (a) Amount beneficially owned: 2,298,684*
     
     
     
  (b) Percent of class: 5.1%*+
     
     
     
  (c) Number of shares as to which such person has:
     
    (i) Sole power to vote or to direct the vote  2,298,684*
       
       
       
    (ii) Shared power to vote or to direct the vote  
       
      0
       
    (iii) Sole power to dispose or to direct the disposition of 2,298,684*
       
       
       
    (iv) Shared power to dispose or to direct the disposition of
       
      0

 

 
 

 

CUSIP No . 713661502   Page 6 of 7

 

 

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.
   
   
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   
   
   
Item 8. Identification and Classification of Members of the Group.
   
   
   
Item 9. Notice of Dissolution of Group.
   
   
   
Item 10. Certification.

 

By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under § 240.14a-11.

 

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: July 20, 2017
   
  Signature: /s/  Prasad Phatak
  Name:  
     
     
 

TAPPAN STREET PARTNERS, LLC

 
   
  Date: July 20, 2017
     
  By: /s/ Prasad Phatak
  Name:  
  Title: Managing Member