Item 1. Security and Issuer.
This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D amends and restates the statement on Schedule 13D originally filed on May 14, 2012 relating to the common stock, $.001 par value (the “Common Stock”) of Supernus Pharmaceuticals, Inc. (the “Issuer”) having its principal executive office at 1550 East Gude Drive, Rockville, MD 20850.
Certain terms used but not defined in this Amendment No. 1 have the meanings assigned thereto in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.
Item 2. Identity and Background.
This statement is being filed by:
(a) New Enterprise Associates 11, Limited Partnership (“NEA 11”);
(b) NEA Partners 11, Limited Partnership (“NEA Partners 11”), which is the sole general partner of NEA 11; and NEA 11 GP, LLC (“NEA 11 LLC” and, together with NEA Partners 11, the “Control Entities”), which is the sole general partner of NEA Partners 11; and
(c) Michael James Barrett (“Barrett”), Peter J. Barris (“Barris”), Forest Baskett (“Baskett”), Krishna S. Kolluri (“Kolluri”) and Scott D. Sandell (“Sandell”) (together, the “Managers”) and Ryan D. Drant (“Drant”), C. Richard Kramlich (“Kramlich”), Charles W. Newhall III (“Newhall”) and Mark W. Perry (“Perry”).
The persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”
The address of the principal business office of NEA 11 and each Control Entity is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of each of Barrett and Barris is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Baskett, Kolluri and Sandell is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025.
The principal business of NEA 11 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 11 is to act as the sole general partner of NEA 11. The principal business of NEA 11 LLC is to act as the sole general partner of NEA Partners 11. The principal business of each of the Managers is to manage the Control Entities, NEA 11 and a number of affiliated partnerships with similar businesses.
During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
NEA 11 and NEA Partners 11 are limited partnerships organized under the laws of the State of Delaware. NEA 11 LLC is a limited liability company organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
Item 4. Purpose of Transaction.
On June 15, 2015, NEA 11 engaged in a stock distribution of 3,000,000 shares of the Issuer’s Common Stock to its partners for no consideration. NEA Partners 11 acquired 921,000 shares of the Issuer’s Common Stock as a result of the NEA 11 distribution. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, NEA 11 and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:
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(a)
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The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
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(b)
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An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
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(c)
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A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
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(d)
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Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
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(e)
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Any material change in the present capitalization or dividend policy of the Issuer;
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(f)
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Any other material change in the Issuer’s business or corporate structure;
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(g)
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Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
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(h)
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Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
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(i)
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A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
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(j)
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Any action similar to any of those enumerated above.
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Item 5. Interest in Securities of the Issuer.
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(a)
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As of June 15, 2015, after consummation of the transactions described in Item 4 above, NEA 11 is the record owner of 7,641,250 shares of Common Stock of the Issuer (the “NEA 11 Shares”) and NEA Partners 11 is the record owner of 921,000 shares of Common Stock of the Issuer (the “NEA Partners 11 Shares” and, together with the NEA 11 Shares, the “Firm Shares”). As the sole general partner of NEA 11, NEA Partners 11 may be deemed to own beneficially the NEA 11 Shares. As the sole general partner of NEA Partners 11, NEA 11 LLC may be deemed to own beneficially the Firm Shares. As members of NEA 11 LLC, each of the Managers also may be deemed to own beneficially the Firm Shares.
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As of June 15, 2015, Barrett is the record owner of options to purchase 16,179 shares of Common Stock (the “Barrett Option Shares”), exercisable within 60 days. Accordingly, Barrett may be deemed to own beneficially the Barrett Option Shares and the Firm Shares.
The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s cover sheet. The percentage set forth on the cover sheets for each Reporting Person other than Barrett was calculated based on the 47,762,504 shares of Common Stock (the “10-Q Shares”) reported to be outstanding as of May 4, 2015 in the Issuer’s Form 10-Q, filed with the Securities Exchange Commission on May 6, 2015.