0001140361-18-022806.txt : 20180510 0001140361-18-022806.hdr.sgml : 20180510 20180510163154 ACCESSION NUMBER: 0001140361-18-022806 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180508 FILED AS OF DATE: 20180510 DATE AS OF CHANGE: 20180510 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAUPOST GROUP LLC/MA CENTRAL INDEX KEY: 0001061768 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30929 FILM NUMBER: 18823037 BUSINESS ADDRESS: STREET 1: 10 ST JAMES AVE STREET 2: SUITE 1700 CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-210-8300 MAIL ADDRESS: STREET 1: 10 ST JAMES AVE STREET 2: SUITE 1700 CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Baupost Group GP, L.L.C. CENTRAL INDEX KEY: 0001738693 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30929 FILM NUMBER: 18823036 BUSINESS ADDRESS: STREET 1: 10 ST. JAMES AVENUE STREET 2: SUITE 1700 CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-210-8300 MAIL ADDRESS: STREET 1: 10 ST. JAMES AVENUE STREET 2: SUITE 1700 CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KLARMAN SETH A CENTRAL INDEX KEY: 0000899869 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30929 FILM NUMBER: 18823035 BUSINESS ADDRESS: BUSINESS PHONE: 6172108300 MAIL ADDRESS: STREET 1: 10 ST JAMES AVENUE STREET 2: STE 1700 CITY: BOSTON STATE: MA ZIP: 02116 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KERYX BIOPHARMACEUTICALS INC CENTRAL INDEX KEY: 0001114220 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 134087132 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE MARINA PARK DR. CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-466-3500 MAIL ADDRESS: STREET 1: ONE MARINA PARK DR. CITY: BOSTON STATE: MA ZIP: 02210 4 1 doc1.xml FORM 4 X0306 4 2018-05-08 0 0001114220 KERYX BIOPHARMACEUTICALS INC KERX 0001061768 BAUPOST GROUP LLC/MA 10 ST. JAMES AVENUE SUITE 1700 BOSTON MA 02116 1 0 1 0 0001738693 Baupost Group GP, L.L.C. 10 ST. JAMES AVENUE SUITE 1700 BOSTON MA 02116 0 0 1 0 0000899869 KLARMAN SETH A 10 ST. JAMES AVE. SUITE 1700 BOSTON MA 02116 0 0 1 0 Zero Coupon Convertible Senior Notes due 2020 3.74 2018-05-08 4 D 0 125000000 125000000 D 2016-05-27 2020-10-15 Common Stock 33422459 0 I See footnote 1. Zero Coupon Senior Convertible Notes due 2021 4.63 2018-05-08 4 A 0 164746000 A 2018-05-09 2021-10-15 Common Stock 35582335 164746000 I See footnote 1 and 2. This statement on Form 4 is being jointly filed by The Baupost Group, L.L.C. ("Baupost"), Baupost Group GP, LLC ("Baupost GP") and Seth A. Klarman ("Mr. Klarman") (collectively, the "Reporting Persons"). Baupost is a registered investment adviser. The principal business of Baupost is to act as an investment adviser to various private investment limited partnerships. Baupost GP, as the manager of Baupost, and Mr. Klarman, as the sole managing member of Baupost GP and a controlling person of Baupost, may be deemed to have beneficial ownership under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of the securities beneficially owned by Baupost. Securities reported on this Form 4 as being beneficially owned by Baupost were purchased on behalf of certain of such partnerships. (Continued from footnote 1) The Reporting Persons disclaim beneficial ownership of the securities indicated except to the extent of their pecuniary interest therein, and the reporting herein of such securities shall not be construed as an admission that the Reporting Persons are the beneficial owners thereof for purposes of Section 16 of the Exchange Act or for any other purpose. Each of the Reporting Persons may be deemed to be a director by deputization of the Issuer for purposes of Section 16(b)-3(d) of the Exchange Act because of the arrangements between Mark Enyedy and the Reporting Persons. Represents the number of shares of common stock of the Issuer underlying the outstanding principal amount of the Zero Coupon Senior Convertible Notes due 2020. Represents the number of shares of common stock of the Issuer underlying the outstanding principal amount of the Zero Coupon Senior Convertible Notes due 2021. In accordance with the Notes Exchange Agreement, dated as of May 8, 2018, the Baupost Entities agreed to exchange their $125 million principal amount of Zero Coupon Senior Convertible Notes due 2020, plus a cash payment of $10 million, for $164.75 million principal amount of Zero Coupon Senior Convertible Notes due 2021. /s/ Seth A. Klarman 2018-05-10