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