Amended Statement of Ownership (sc 13g/a)
February 14 2014 - 8:16AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Supernus Pharmaceuticals, Inc.
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(Name of Issuer)
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Common Stock, par value $0.001 per
share
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(Title of Class of Securities)
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868459AA6
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(CUSIP Number)
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December 31, 2013
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
x
Rule
13d-1(b)
o
Rule
13d-1(c)
o
Rule
13d-1(d)
*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. 868459AA6
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SCHEDULE 13G/A
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Page 2
of 6 Pages
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1
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NAME OF REPORTING
PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Orchard Hill Capital Management LP
01-0936280
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
3,339,247
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
3,339,247
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,339,247
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.89%
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12
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TYPE OF REPORTING PERSON (See Instructions)
IA
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CUSIP No. 868459AA6
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SCHEDULE 13G/A
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Page 3
of 6 Pages
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Item 1.
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(a) Name of Issuer
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Supernus Pharmaceuticals, Inc.
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(b) Address of Issuer’s Principal
Executive Offices
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1550
East Gude Dr., Rockville, MD 20850
Item 2.
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(a) Name of Person Filing
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Orchard Hill Capital Management LP is a Delaware Limited Partnership. Marc Fussteig (the "Principal") is the managing member
of the general partner of Orchard Hill Capital Management LP.
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(b) Address
of Principal Business Office, or, if none, Residence
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Address of Person Filing and Principal is: 152 W. 57th Street, 41st Floor, New York, NY 10019
Person Filing is Delaware and Principal is a US Citizen.
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(d) Title of Class of Securities
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Common
Stock, par value $0.001 per share
868459AA6
CUSIP No. 868459AA6
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SCHEDULE 13G/A
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Page 4
of 6 Pages
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Item 3. If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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x
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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x
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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¨
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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¨
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A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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CUSIP No. 868459AA6
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SCHEDULE 13G/A
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Page
5 of 6 Pages
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Item
4. Ownership
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
As of December 31, 2013, Orchard Hill Capital Management LP had sole voting and dispositive powers over 3,339,247 shares representing
beneficial ownership of 8.89% of the outstanding shares. A portion of the shares Orchard Hill Capital Management LP controls
are issuable upon the conversion of the Issuer's 7.5% convertible Notes Due 05-01-2019. The 8.89% is calculated based on 37,522,967
shares of common stock outstanding, which number is calculated by adding (i) 33,843,203 (the number of shares of common stock
outstanding as reported on the Company's most recent Form 10Q filed on November 8, 2013 with the SEC), (ii) 1,773,834 (the
number of shares Orchard Hill received after November 8, 2013 upon converting the Issuer's 7.5% convertible Notes Due 05-01-2019),
and (iii) 1,905,930 (the number of shares of common stock deemed held under Rule 240.13d-3(d)(1) as a result of the beneficial
ownership of the Convertible Securities)
(a) Amount beneficially owned:
3,339,247
(b) Percent of class: 8.89%
(c) Number of shares as to which
the person has:
(i) Sole power to vote
or to direct the vote: 3,339,247
(ii) Shared power to vote
or to direct the vote: 0
(iii) Sole power to dispose
or to direct the disposition of: 3,339,247
(iv) Shared power to dispose
or to direct the disposition of: 0
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
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and
are held in the ordinary course of business and 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.
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.