Initial Statement of Beneficial Ownership (3)
February 23 2015 - 4:46PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
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DENNER ALEXANDER J
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2. Date of Event Requiring Statement (MM/DD/YYYY)
2/13/2015
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3. Issuer Name
and
Ticker or Trading Symbol
APRICUS BIOSCIENCES, INC. [APRI]
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(Last)
(First)
(Middle)
C/O SARISSA CAPITAL MANAGEMENT LP, 660 STEAMBOAT ROAD
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
GREENWICH, CT 06830
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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6524505
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I
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See footnote
(1)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrants to Purchase Common Stock
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8/14/2015
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2/13/2022
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Common Stock
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2747252
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$1.82
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I
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See footnote
(2)
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Explanation of Responses:
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(
1)
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Of these shares of common stock (the "Shares"), Sarissa Capital Domestic Fund LP ("Sarissa Domestic") directly beneficially owns 3,960,384 Shares and Sarissa Capital Offshore Master Fund LP ("Sarissa Offshore" and together with Sarissa Domestic, the "Sarissa Funds") directly beneficially owns 2,564,121 Shares. Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), is the investment advisor to the Sarissa Funds. Alexander Denner, Ph.D. is the Chief Investment Officer of Sarissa Capital. By virtue of the foregoing, each of Sarissa Capital and Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Act) the Shares that the Sarissa Funds directly beneficially own. Each of Sarissa Capital and Dr. Denner disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
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(
2)
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Of these warrants to purchase Shares (the "Warrants"), Sarissa Domestic directly beneficially owns Warrants to purchase 1,667,535 Shares and Sarissa Offshore directly beneficially owns Warrants to purchase 1,079,717 Shares. By virtue of the relationship of Sarissa Capital and Dr. Denner to the Sarissa Funds (as described above), each of Sarissa Capital and Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Act) the Warrants that the Sarissa Funds directly beneficially own. Each of Sarissa Capital and Dr. Denner disclaims beneficial ownership of such Warrants except to the extent of their pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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DENNER ALEXANDER J
C/O SARISSA CAPITAL MANAGEMENT LP
660 STEAMBOAT ROAD
GREENWICH, CT 06830
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X
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Sarissa Capital Management LP
660 STEAMBOAT ROAD
3RD FLOOR
GREENWICH, CT 06830
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X
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Sarissa Capital Domestic Fund LP
660 STEAMBOAT ROAD, 3RD FLOOR
GREENWICH, CT 06830
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X
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Signatures
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/s/ Alexander J. Denner, Ph.D.
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2/23/2015
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**
Signature of Reporting Person
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Date
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/s/ Sarissa Capital Management LP
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2/23/2015
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**
Signature of Reporting Person
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Date
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/s/ Sarissa Capital Domestic Fund LP
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2/23/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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