SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.  )*
 

SYNERGY PHARMACEUTICALS, INC.

(Name of Issuer)
 

Common Stock

(Title of Class of Securities)
 

871639308

(CUSIP Number)
 

October 1, 2015

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 16 Pages)

 

______________________________

*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. 871639308 13GPage 2 of 15 Pages
 

 

1

NAME OF REPORTING PERSON

Polygon Convertible Opportunity Master Fund

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

5,946,624 (See Item 4(a))

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

5,946,624 (See Item 4(a))

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,946,624 (See Item 4(a))

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.02%

12

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 871639308 13GPage 3 of 15 Pages
 

 

 

1

NAME OF REPORTING PERSON

Polygon Management Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

5,946,624 (See Item 4(a))

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

5,946,624 (See Item 4(a))

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,946,624 (See Item 4(a))

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.02%

12

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 871639308 13GPage 4 of 15 Pages
 

 

 

1

NAME OF REPORTING PERSON

Polygon Global Partners LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

5,946,624 (See Item 4(a))

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

5,946,624 (See Item 4(a))

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,946,624 (See Item 4(a))

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.02%

12

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. 871639308 13GPage 5 of 15 Pages
 

 

 

1

NAME OF REPORTING PERSON

Polygon Global Partners LLP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

5,946,624 (See Item 4(a))

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

5,946,624 (See Item 4(a))

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,946,624 (See Item 4(a))

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.02%

12

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. 871639308 13GPage 6 of 15 Pages
 

 

 

1

NAME OF REPORTING PERSON

TFG Asset Management L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

5,946,624 (See Item 4(a))

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

5,946,624 (See Item 4(a))

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,946,624 (See Item 4(a))

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.02%

12

TYPE OF REPORTING PERSON

IA

         

 

CUSIP No. 871639308 13GPage 7 of 15 Pages
 

 

 

1

NAME OF REPORTING PERSON

Patrick G. G. Dear

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

5,946,624 (See Item 4(a))

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

5,946,624 (See Item 4(a))

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,946,624 (See Item 4(a))

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.02%

12

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 871639308 13GPage 8 of 15 Pages
 

 

 

1

NAME OF REPORTING PERSON

Reade E. Griffith

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

5,946,624 (See Item 4(a))

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

5,946,624 (See Item 4(a))

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,946,624 (See Item 4(a))

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.02%

12

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 871639308 13GPage 9 of 15 Pages
 

 

 

Item 1.  
  (a) NAME OF ISSUER
  Synergy Pharmaceuticals Inc. (the "Issuer").

 

  (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
  420 Lexington Avenue, Suite 2012
New York, NY 10170
United States

 

Item 2. (a) NAME OF PERSON FILING
  (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
  (c) CITIZENSHIP

  

  This Schedule 13G is filed on behalf of Polygon Convertible Opportunity Master Fund, Polygon Management Ltd., Polygon Global Partners LP, Polygon Global Partners LLP, TFG Asset Management L.P., Mr. Patrick G. G. Dear and Mr. Reade E. Griffith (the "Reporting Persons").

 

 

Polygon Convertible Opportunity Master Fund (the "Master Fund")

Po Box 309

Ugland House

Grand Cayman, E9 KY1-1104

Citizenship: Cayman Islands

 

 

Polygon Management Ltd. (the "General Partner")

Po Box 309

Ugland House

Grand Cayman, E9 KY1-1104

Citizenship: Cayman Islands

 

 

Polygon Global Partners LP (the "US Investment Manager")

399 Park Avenue

22nd Floor

New York, NY 10022

Citizenship: Delaware

 

 

Polygon Global Partners LLP (the "UK Investment Manager")

4 Sloane Terrace

London, X0 SW1X9DQ

United Kingdom

Citizenship: United Kingdom

 

 

TFG Asset Management L.P. (the "Manager")

Po Box 309

Ugland House

Grand Cayman, E9 KY1-1104

Citizenship: Cayman Islands

 

 

CUSIP No. 871639308 13GPage 10 of 15 Pages
 

  

 

Patrick G. G. Dear ("Mr. Dear")

c/o Polygon Global Partners LLP

4 Sloane Terrace

London, X0 SW1X9DQ

United Kingdom

Citizenship: United Kingdom

   
 

Reade E. Griffith ("Mr. Griffith")

c/o Polygon Global Partners LLP

4 Sloane Terrace

London, X0 SW1X9DQ

United Kingdom

Citizenship: United Kingdom

 

Item 2(d). TITLE OF CLASS OF SECURITIES
  Common Stock, $0.0001 par value (the "Common Stock")

 

Item 2(e). CUSIP NUMBER
  871639308

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
  specify the type of institution:    

 

 

CUSIP No. 871639308 13GPage 11 of 15 Pages
 

 

Item 4. OWNERSHIP  
     
      (a)

Amount beneficially owned:

As of October 1, 2015, each Reporting Person may be deemed to be beneficial owner of 5,946,624 shares of Common Stock issuable to the Master Fund upon conversion of the 7.50% Convertible Senior Notes due 2019 (the "Convertible Bonds") in the principal amount of $18,494,000 directly owned by the Master Fund.

 

      (b)

Percent of class:

5.02%.

      (c) Number of shares as to which the person has:
        (i) Sole power to vote or direct the vote:  0
        (ii) Shared power to vote or direct the vote: 5,946,624 (See Item 4(a))
        (iii) Sole power to dispose or direct the disposition:  0
        (iv) Shared power to dispose or direct the disposition of:  5,946,624 (See Item 4(a))
             

 

All of the Convertible Bonds are directly held by the Master Fund. The Manager, the US Investment Manager, the UK Investment Manager and the General Partner have voting and dispository control over securities owned by the Master Fund. Messrs. Dear and Griffith control the Manager, the US Investment Manager, the UK Investment Manager and the General Partner.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
   
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.

  

 

CUSIP No. 871639308 13GPage 12 of 15 Pages
 

  

Item 10. CERTIFICATION  
   
  By signing below each of the undersigned certifies that, to the best of such person’s knowledge and belief, the securities referred to above 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, other than activities solely in connection with a nomination under § 240.14a-11.
       

 

 

CUSIP No. 871639308 13GPage 13 of 15 Pages
 

SIGNATURES

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.

DATE: October 9, 2015

 

   
POLYGON CONVERTIBLE OPPORTUNITY MASTER FUND    
     
/s/ Michael Humphries    
Name:  Michael Humphries    
Title: Director    
     
POLYGON MANAGEMENT LTD.    
     
/s/ Reade E. Griffith    
Name:  Reade E. Griffith    
Title: Authorized Person    
     
POLYGON GLOBAL PARTNERS LP    
     
/s/ Reade E. Griffith    
Name:  Reade E. Griffith    
Title: Principal    
     
POLYGON GLOBAL PARTNERS LLP    
     
/s/ Reade E. Griffith    
Name:  Reade E. Griffith    
Title: Principal    
     
TFG ASSET MANAGEMENT L.P.    
By: Polygon Management Ltd., its general partner    
     
/s/ Reade E. Griffith    
Name:  Reade E. Griffith    
Title: Authorized Person    
     
/s/ Patrick G. G. Dear    
Patrick G. G. Dear    
     
/s/ Reade E. Griffith    
Reade E. Griffith    
     
       

 

 

CUSIP No. 871639308 13GPage 14 of 15 Pages
 

Exhibit Index

 

Exhibit 1 Joint Filing Agreement, dated as of October 9, 2015, by and among Polygon Convertible Opportunity Master Fund, Polygon Management Ltd., Polygon Global Partners LP, Polygon Global Partners LLP, TFG Asset Management L.P., Mr. Patrick G. G. Dear and Mr. Reade E. Griffith.

 

 

 

CUSIP No. 871639308 13GPage 15 of 15 Pages
 

Exhibit 1

Joint Filing Agreement

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, $0.0001 par value per share, of Synergy Pharmaceuticals Inc. Corporation, a Florida corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

DATE: October 9, 2015

   
POLYGON CONVERTIBLE OPPORTUNITY MASTER FUND    
     
/s/ Michael Humphries    
Name:  Michael Humphries    
Title: Director    
     
POLYGON MANAGEMENT LTD.    
     
/s/ Reade E. Griffith    
Name:  Reade E. Griffith    
Title: Authorized Person    
     
POLYGON GLOBAL PARTNERS LP    
     
/s/ Reade E. Griffith    
Name:  Reade E. Griffith    
Title: Principal    
     
POLYGON GLOBAL PARTNERS LLP    
     
/s/ Reade E. Griffith    
Name:  Reade E. Griffith    
Title: Principal    
     
TFG ASSET MANAGEMENT L.P.    
By: Polygon Management Ltd., its general partner    
     
/s/ Reade E. Griffith    
Name:  Reade E. Griffith    
Title: Authorized Person    
     
/s/ Patrick G. G. Dear    
Patrick G. G. Dear    
     
/s/ Reade E. Griffith    
Reade E. Griffith    
       

 

Synergy Pharmaceuticals, Inc. (NASDAQ:SGYP)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Synergy Pharmaceuticals, Inc. Charts.
Synergy Pharmaceuticals, Inc. (NASDAQ:SGYP)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Synergy Pharmaceuticals, Inc. Charts.