UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrants | Â (2) | Â (2) | Common Stock | 2,436,459 | $ 0.001 | I | By Iroko Properties Inc. (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Capital Royalty L.P. 1000 MAIN ST., SUITE 2500 HOUSTON, TX 77002 |
 |  X |  |  |
CRG Partners III - Parallel Fund B (Cayman) L.P. 1000 MAIN ST., SUITE 2500 HOUSTONÂ 77002 |
 |  X |  |  |
CRG Partners III - Parallel Fund (A) L.P. 1000 MAIN ST., SUITE 2500 HOUSTONÂ 77002 |
 |  X |  |  |
Iroko Pharmaceuticals Inc. 150 ROUSE BOULEVARD PHILADELPHIA, PA 19112 |
 |  X |  |  |
Iroko Properties Inc. 150 ROUSE BOULEVARD PHILADELPHIA, PA 19112 |
 |  X |  |  |
CRG Partners III (Cayman) Lev AIV I L.P. 1000 MAIN ST., SUITE 2500 HOUSTON, TX 77002 |
 |  X |  |  |
CRG Partners III (Cayman) Unlev AIV I L.P. 1000 MAIN ST., SUITE 2500 HOUSTON, TX 77002 |
 |  X |  |  |
CRG Partners III L.P. 1000 MAIN ST., SUITE 2500 HOUSTON, TX 77002 |
 |  X |  |  |
/s/Nathan D. Hukill, authorized signatory for CR Group L.P. and each of the Funds | 02/11/2019 | |
**Signature of Reporting Person | Date | |
/s/ Todd Holmes, authorized signatory for each of Iroko Pharmaceuticals Inc. and Iroko Properties Inc. | 02/11/2019 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) | The shares of Common Stock (the "Shares") and the Warrants are owned directly by Iroko Properties Inc., which is a wholly owned subsidiary of Iroko Pharmaceuticals Inc. CRG Partners III - Parallel Fund "B" (Cayman) L.P., CRG Partners III (Cayman) Lev AIV I L.P., CRG Partners III (Cayman) Unlev AIV I L.P., CRG Partners III L.P. and CRG Partners III - Parallel Fund "A" L.P. (collectively, the "Funds") collectively hold all of the issued and outstanding shares of Iroko Pharmaceuticals Inc. CR Group L.P. may be deemed to beneficially own the Shares and the Warrants by virtue of its position as the investment manager for the Funds. This Form 3 is filed jointly by Iroko Pharmaceuticals Inc., Iroko Properties Inc., CR Group L.P. and each of the Funds. |
(2) | Pursuant to the terms of the Warrants, Iroko Properties Inc. has the right to acquire up to 2,436,459 additional shares of Common Stock, provided however that, for a period of eighteen (18) months following the date of the issuance of the Warrants, Iroko Properties Inc.'s right to exercise the Warrants is restricted so that it does not hold more than 49% of the issued and outstanding shares of Common Stock of the Issuer. The Warrants do not have an expiration date. |