Amended Statement of Beneficial Ownership (sc 13d/a)
March 20 2015 - 4:15PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
(Amendment No. 4)
Under the Securities Exchange Act of 1934
ANI Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
09065V203
(CUSIP Number)
Wayne C. Anderson
MVP Capital Partners
259 N. Radnor-Chester Road
Suite 130, Radnor, PA 19087
Tel: (610) 254-2999
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 12, 2015
(Date of Event Which Requires Filing of this
Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies
are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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).
1. |
Name of Reporting Persons
Meridian Venture Partners II GP, L.P. (“GP”)
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
¨ |
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(b) |
x (1) |
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3. |
SEC Use Only
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4. |
Source of Funds (See Instructions)
OO
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
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6. |
Citizenship or Place of Organization
Delaware, United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 shares
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8. |
Shared Voting Power
2,350,559 shares of Common Stock
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9. |
Sole Dispositive Power
0 shares
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10. |
Shared Dispositive Power
2,350,559 shares of Common Stock
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,350,559 shares of Common Stock
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
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13. |
Percent of Class Represented by Amount in Row 11
20.64% (2)
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14. |
Type of Reporting Person (See Instructions)
PN
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| (1) | This
statement on Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13D. |
| (2) | Percentage is based on 11,388,068
shares of the Company’s Common Stock, par value $0.0001 per share, outstanding as of December 31,
2014. |
1. |
Name of Reporting Persons
Meridian Venture Partners II, L.P. (“MVP II”),
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
¨ |
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(b) |
x (1) |
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3. |
SEC Use Only
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4. |
Source of Funds (See Instructions)
OO
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
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6. |
Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 Shares
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8. |
Shared Voting Power
2,350,559 shares of Common Stock
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9. |
Sole Dispositive Power
0 Shares
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10. |
Shared Dispositive Power
2,350,559 shares of Common Stock
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,350,559 shares of Common Stock
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
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13. |
Percent of Class Represented by Amount in Row 11
20.64% (2)
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14. |
Type of Reporting Person (See Instructions)
PN
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| (1) | This
statement on Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13D. |
| (2) | Percentage
is based on 11,388,068 shares of the Company’s Common Stock, par value $0.0001 per share, outstanding as of December 31, 2014. |
1. |
Name of Reporting Persons
Meridian Venture Partners II, Co. (“MVP Corp.”)
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
¨ |
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(b) |
x (1) |
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3. |
SEC Use Only
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4. |
Source of Funds (See Instructions)
OO
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
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6. |
Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 shares
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8. |
Shared Voting Power
2,350,559 shares of Common Stock
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9. |
Sole Dispositive Power
0 shares
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10. |
Shared Dispositive Power
2,350,559 shares of Common Stock
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,350,559 shares of Common Stock
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
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13. |
Percent of Class Represented by Amount in Row 11
20.64% (2)
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14. |
Type of Reporting Person (See Instructions)
CO
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| (1) | This
statement on Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13D. |
| (2) | Percentage
is based on 11,388,068 shares of the Company’s Common Stock, par value $0.0001 per share, outstanding as of December 31, 2014. |
1. |
Name of Reporting Persons
Robert E. Brown, Jr.
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
¨ |
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(b) |
x (1) |
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3. |
SEC Use Only
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4. |
Source of Funds (See Instructions)
OO
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
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6. |
Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
3,811 Shares
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8. |
Shared Voting Power
2,350,559 shares of Common Stock
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9. |
Sole Dispositive Power
3,811 Shares
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10. |
Shared Dispositive Power
2,350,559 shares of Common Stock
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,354,370 shares of Common Stock
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
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13. |
Percent of Class Represented by Amount in Row 11
20.67% (2)
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14. |
Type of Reporting Person (See Instructions)
IN
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| (1) | This
statement on Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13D. |
| (2) | Percentage
is based on 11,388,068 shares of the Company’s Common Stock, par value $0.0001 per share, outstanding as of December 31, 2014. |
1. |
Name of Reporting Persons
Thomas A. Penn
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
¨ |
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(b) |
¨ (1) |
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3. |
SEC Use Only
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4. |
Source of Funds (See Instructions)
OO
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
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6. |
Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
3,603 shares of Common Stock
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8. |
Shared Voting Power
2,350,559 shares of Common Stock
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9. |
Sole Dispositive Power
3,603 shares of Common Stock
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10. |
Shared Dispositive Power
2,350,559 shares of Common Stock
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,354,162 shares of Common Stock
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
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13. |
Percent of Class Represented by Amount in Row 11
20.67% (2)
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14. |
Type of Reporting Person (See Instructions)
IN
|
| (1) | This
statement on Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13D. |
| (2) | Percentage
is based on 11,388,068 shares of the Company’s Common Stock, par value $0.0001 per share, outstanding as of December 31, 2014. |
Item 1. |
Security and Issuer. |
This Amendment No. 4 on Schedule 13D (this “Schedule 13D”)
relates to ANI Pharmaceuticals, Inc.'s (the “Company”) common stock, $0.0001 par value (the “Common Stock”)
and amends and further supplements the Schedule 13D originally filed on July 1, 2013 (as amended from time to time, the “Statement”)
by Meridian Venture Partners II GP, L.P., a limited partnership organized under the laws of the State of Delaware (“GP”),
Meridian Venture Partners II, L.P., a limited partnership organized under the laws of State of Delaware (“MVP II”),
Meridian Venture Partners II, Co., a Delaware corporation (“MVP Corp.”) and Messrs. Robert E. Brown, Jr. and Thomas
A. Penn (collectively with GP, MVP II, and MVP Corp., the “Reporting Persons”). The Reporting Persons are filing this
Schedule 13D to report the sale by the Reporting Persons of 300,000 shares of Common Stock on March 12, 2015. Except as expressly
set forth herein, there have been no changes to the Statement. The Company’s principal executive offices are located at 210
Main Street West, Baudette, Minnesota 56623.
Item 4. |
Purpose of Transaction. |
The shares of Common Stock owned by the Reporting Persons were acquired
solely for investment purposes.
On March 12, 2015, the Reporting Persons sold 300,000 shares of
Common Stock.
Item 5. |
Interest in Securities of the Issuer. |
(a) and (b) Regarding aggregate beneficial ownership, see Row 11
of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see Row 13 of the cover page of
each Reporting Person. Regarding sole power to vote shares, see Row 7 of the cover page of each Reporting Person.
Regarding shared power to vote shares, see Row 8 of the cover page of each Reporting Person. Regarding sole power to
dispose of shares, see Row 9 of the cover page of each Reporting Person. Regarding shared power to dispose of shares,
see Row 10 of the cover page of each Reporting Person.
(c) During the past sixty days the Reporting Persons sold 300,000
shares of Common Stock in a private transaction at a price per share of $63.00. The Reporting Persons will provide to the Securities
Exchange Commission complete information regarding each of these transactions upon request.
SIGNATURES
After reasonable inquiry and to the best of
the undersigned knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
March 20, 2015 |
Meridian Venture Partners II GP, L.P. |
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BY: |
Meridian Venture Partners II, Co. |
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ITS: |
GENERAL PARTNER |
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By: |
/s/ Robert E. Brown, Jr. |
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Robert E. Brown, Jr., President |
March 20, 2015 |
Meridian Venture Partners II, L.P. |
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BY: |
Meridian Venture Partners II GP, L.P. |
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ITS: |
GENERAL PARTNER |
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BY: Meridian Venture Partners II, Co. |
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ITS: GENERAL PARTNER |
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By: |
/s/ Robert E. Brown, Jr. |
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Robert E. Brown, Jr., President |
March 20, 2015 |
Meridian Venture Partners II, Co. |
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By: |
/s/ Robert E. Brown, Jr. |
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Robert E. Brown, Jr., President |
March 20, 2015 |
ROBERT E. BROWN, JR. |
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By: |
/s/ Robert E. Brown, Jr. |
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Robert E. Brown, Jr. |
March 20, 2015 |
THOMAS A. PENN |
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By: |
/s/ Thomas A. Penn |
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Thomas A. Penn |
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