0000902664-18-002053.txt : 20180427 0000902664-18-002053.hdr.sgml : 20180427 20180427095631 ACCESSION NUMBER: 0000902664-18-002053 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180427 DATE AS OF CHANGE: 20180427 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Jaguar Health, Inc. CENTRAL INDEX KEY: 0001585608 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88872 FILM NUMBER: 18781386 BUSINESS ADDRESS: STREET 1: 201 MISSION STREET, SUITE 2375 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-896-5081 MAIL ADDRESS: STREET 1: 201 MISSION STREET, SUITE 2375 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: Jaguar Animal Health, Inc. DATE OF NAME CHANGE: 20130830 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Nantucket Investments Ltd CENTRAL INDEX KEY: 0001714148 IRS NUMBER: 000000000 STATE OF INCORPORATION: Y7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: PO BOX 282, REGENCY COURT STREET 2: GLATEGNY ESPLANADE CITY: ST PETER PORT STATE: Y7 ZIP: GY1 3RH BUSINESS PHONE: 44 (0)1481 723450 MAIL ADDRESS: STREET 1: PO BOX 282, REGENCY COURT STREET 2: GLATEGNY ESPLANADE CITY: ST PETER PORT STATE: Y7 ZIP: GY1 3RH SC 13G 1 p18-1008sc13g.htm JAGUAR HEALTH, INC.

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. )*
 

Jaguar Health, Inc.

(Name of Issuer)
 

Common Stock, $0.0001 par value

(Title of Class of Securities)
 

47008L106

(CUSIP Number)
 

April 27, 2018

(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)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 8 Pages)

 

______________________________

*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. 47008L10613GPage 2 of 8 Pages

 

1

NAME OF REPORTING PERSON

Nantucket Investments Limited

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

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

23,634,341 (including 18,750,096 shares of common stock issuable upon conversion of non-voting shares of common stock)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

23,634,341 (including 18,750,096 shares of common stock issuable upon conversion of non-voting shares of common stock)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

23,634,341 (including 18,750,096 shares of common stock issuable upon conversion of non-voting shares of common stock)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

16.06%

12

TYPE OF REPORTING PERSON

OO

         

 

 

 

CUSIP No. 47008L10613GPage 3 of 8 Pages

 

 

1

NAME OF REPORTING PERSON

Burford Capital Limited

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

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

23,634,341 (including 18,750,096 shares of common stock issuable upon conversion of non-voting shares of common stock)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

23,634,341 (including 18,750,096 shares of common stock issuable upon conversion of non-voting shares of common stock)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

23,634,341 (including 18,750,096 shares of common stock issuable upon conversion of non-voting shares of common stock)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

16.06%

12

TYPE OF REPORTING PERSON

OO

         

 

 

 

CUSIP No. 47008L10613GPage 4 of 8 Pages

 

 

Item 1(a). NAME OF ISSUER
  The name of the issuer is Jaguar Health, Inc. (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
  The Company's principal executive offices are located at 201 Mission Street, Suite 2375, San Francisco, California 94105.

 

Item 2(a). NAME OF PERSON FILING
  This statement is filed by:
   
  (i) Nantucket Investments Limited, a company organized under the laws of Guernsey ("Nantucket"), with respect to the shares of Common Stock (as defined in Item 2(d) below) directly held by it; and
   
  (ii) Burford Capital Limited, a company organized under the laws of Guernsey and publicly traded on the London Stock Exchange ("BCL"), with respect to the shares of Common Stock directly held by Nantucket.
   
  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
   
 

The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.

 

Nantucket is indirectly owned by BCL. Burford Capital LLC, a Delaware limited liability company, provides services to Nantucket, its wholly owned subsidiary. Burford Capital Holdings (UK) Limited, a company organized under the laws of England and Wales, is the sole owner of Burford Capital LLC and is majority owned by BCL. Each of Nantucket, BCL, Burford Capital LLC and Burford Capital Holdings (UK) Limited disclaims beneficial ownership of the securities reported herein.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
  The address of the business office of each of Nantucket and BCL is PO Box 282, Regency Court, Glategny Esplanade, St. Peter Port, Guernsey GY1 3RH.  

 

Item 2(c). CITIZENSHIP
  Nantucket and BCL are Guernsey companies.  
   

 

 

 

CUSIP No. 47008L10613GPage 5 of 8 Pages

 

 

Item 2(d). TITLE OF CLASS OF SECURITIES
  Common Stock, $0.0001 par value (the "Common Stock").

 

Item 2(e). CUSIP NUMBER
  47008L106

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: Not applicable.                                     

         

 

  Item 4. OWNERSHIP
  The information required by Items 4(a) - (c) is set forth in Rows 5-11 of the cover page for each Reporting Person and is incorporated herein by reference.
   
 

The percentages set forth in this Schedule 13G are calculated based upon a total of

128,410,756 shares of Common Stock outstanding as of April 23, 2018, as reported by the Company in it Schedule 14A filed on April 24, 2018.

   
     

 

 

 

CUSIP No. 47008L10613GPage 6 of 8 Pages

 

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
  Not applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
  Not applicable.

 

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. CERTIFICATION  
  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its 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.

 

 

 

 

CUSIP No. 47008L10613GPage 7 of 8 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: April 27, 2018

 

NANTUCKET INVESTMENTS LIMITED  
   
/s/ Mark Woodall  
Name:  Mark Woodall  
Title:    Director of International Administration Group, as Company Secretary  
   
BURFORD CAPITAL LIMITED  
   
/s/ Mark Woodall  
Name:  Mark Woodall  
Title:    Director of International Administration Group, as Company Secretary  
   

 

 

 

 

 

CUSIP No. 47008L10613GPage 8 of 8 Pages

 

 

EXHIBIT 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

DATE: April 27, 2018

 

NANTUCKET INVESTMENTS LIMITED  
   
/s/ Mark Woodall  
Name:  Mark Woodall  
Title:    Director of International Administration Group, as Company Secretary  
   
BURFORD CAPITAL LIMITED  
   
/s/ Mark Woodall  
Name:  Mark Woodall  
Title:    Director of International Administration Group, as Company Secretary