SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BAUPOST GROUP LLC/MA

(Last) (First) (Middle)
10 ST. JAMES AVENUE
SUITE 1700

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KERYX BIOPHARMACEUTICALS INC [ KERX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/08/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Zero Coupon Convertible Senior Notes due 2020 $3.74 05/08/2018 D $125,000,000 05/27/2016 10/15/2020 Common Stock 33,422,459(3) $125,000,000 0 I See footnote 1.(1)(2)
Zero Coupon Senior Convertible Notes due 2021 $4.63 05/08/2018 A $164,746,000 05/09/2018 10/15/2021 Common Stock 35,582,335(4) (5) $164,746,000 I See footnote 1 and 2.(1)(2)
1. Name and Address of Reporting Person*
BAUPOST GROUP LLC/MA

(Last) (First) (Middle)
10 ST. JAMES AVENUE
SUITE 1700

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Baupost Group GP, L.L.C.

(Last) (First) (Middle)
10 ST. JAMES AVENUE
SUITE 1700

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KLARMAN SETH A

(Last) (First) (Middle)
10 ST. JAMES AVE.
SUITE 1700

(Street)
BOSTON MA 02116

(City) (State) (Zip)
Explanation of Responses:
1. 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.
2. (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.
3. 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.
4. 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.
5. 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 05/10/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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