Amended Statement of Ownership (sc 13g/a)
February 16 2016 - 5:12PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
(Amendment No. 1)
Under
the Securities Exchange Act of 1934
Lion Biotechnologies, Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
53619R102
(CUSIP
Number)
December 31, 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:
x |
Rule
13d-1(b) |
x |
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).
Persons
who are to 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.
CUSIP
No. 53619R102 |
13G/A |
Page
2 of 7 Pages |
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1. |
names of reporting
persons
i.r.s. identification no.
of above persons (entities only)
Perceptive Advisors LLC
|
2. |
check the appropriate box if a group* |
(a)
o
(b)
o |
3. |
sec use only
|
4. |
citizenship or place
of organization
Delaware, United
States of America
|
number of shares |
5. |
sole voting power |
0 |
beneficially owned by |
6. |
shared voting power |
3,000,161 |
each reporting |
7. |
sole dispositive power |
0 |
person with: |
8. |
shared dispostive power |
3,000,161 |
9. |
aggregate amount beneficially owned by each reporting person |
3,000,161 |
10. |
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
o |
11. |
percent of class represented by amount in row (9) |
6.27% |
12. |
type of reporting person (See Instructions) |
IA |
CUSIP
No. 53619R102 |
13G/A |
Page
3 of 7 Pages |
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1. |
names of reporting
persons
i.r.s. identification no.
of above persons (entities only)
Joseph Edelman
|
2. |
check the appropriate box if a group* |
(a)
o
(b)
o |
3. |
sec use only
|
4. |
citizenship or place
of organization
United States of America
|
number of shares |
5. |
sole voting power |
0 |
beneficially owned by |
6. |
shared voting power |
3,000,161 |
each reporting |
7. |
sole dispositive power |
0 |
person with: |
8. |
shared dispostive power |
3,000,161 |
9. |
aggregate amount beneficially owned by each reporting person |
3,000,161 |
10. |
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
o |
11. |
percent of class represented by amount in row (9) |
6.27% |
12. |
type of reporting person (See Instructions) |
IN |
CUSIP
No. 53619R102 |
13G/A |
Page
4 of 7 Pages |
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Item 1. |
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(a) |
Name of Issuer: |
Lion Biotechnologies, Inc. |
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(b) |
Address of Issuer’s Principal Executive Offices: |
21900 Burbank Blvd
Third Floor
Woodland Hills, CA 91367
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Item 2. |
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(a) |
Name of Person Filing: |
This Schedule 13G/A (the “Schedule”)
is being filed with respect to shares of Common Stock (as defined below) of Lion Biotechnologies, Inc.
(the “Issuer”) which are beneficially owned
by Perceptive Advisors LLC and Joseph Edelman (together, the “Reporting Persons”). See Item 4 below. |
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(b) |
Address of Principal Business Office or, if none, Residence: |
499 Park Avenue, 25th Floor
New York, NY 10022 |
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(c) |
Citizenship: |
Perceptive Advisors LLC is a Delaware limited liability company and Joseph Edelman is a United States Citizen. |
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(d) |
Title of Class of Securities: |
Common Stock |
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(e) |
CUSIP Number: |
53619R102 |
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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) |
o |
Broker or dealer registered under section
15 of the Act (15 U.S.C. 78o). |
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(b) |
o |
Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c). |
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(c) |
o |
Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
o |
Investment company registered under section
8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
x |
An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E); |
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(f) |
o |
An employee benefit plan or endowment fund
in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
o |
A parent holding company or control person
in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
o |
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) |
o |
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) |
o |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
CUSIP
No. 53619R102 |
13G/A |
Page
5 of 7 Pages |
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
(a) |
Amount
beneficially owned: |
The Reporting Persons beneficially own 3,000,161 shares of Common Stock which are held by an investment fund
(the “Fund”) and a managed account (the “Account”) to which Perceptive Advisors LLC serves as the investment
manager. Mr. Edelman is the managing member of Perceptive Advisors LLC. |
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(b) |
Percent
of class: |
The beneficial ownership percentage of 6.27% is based on the 47,883,934
outstanding shares of Common Stock of the Issuer, as disclosed on the Issuer’s 10-Q dated September 30, 2015.
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(c) |
Number of shares as to which the person has:
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(i) |
Sole
power to vote or to direct the vote: |
0 |
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(ii) |
Shared
power to vote or to direct the vote: |
3,000,161 |
|
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(iii) |
Sole
power to dispose or to direct the disposition of: |
0 |
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(iv) |
Shared
power to dispose or to direct the disposition of: |
3,000,161 |
| 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: o.
| Item 6. | Ownership
of More Than Five Percent on Behalf of Another Person |
The
Fund and the Account described in Item 4 have the right to receive or the power to direct the receipt of dividends from, or the
proceeds from, the sale of the securities held in its account. Filing of this statement by the Reporting Persons shall not be
deemed an admission that they beneficially own the securities reported herein. The Reporting Persons expressly disclaim beneficial
ownership of all securities reported herein.
| 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.
CUSIP
No. 53619R102 |
13G/A |
Page
6 of 7 Pages |
| Item 8. | Identification
and Classification of Members of the Group. |
Not
applicable.
| Item 9. | Notice
of Dissolution of Group. |
Not
applicable.
(a) |
The
following certification shall be included if the statement is filed pursuant to §240.13d-1(b)
with respect to Perceptive Advisors LLC:
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. x |
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(b) |
The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c)
with respect to Joseph Edelman:
By
signing below I certify that, to the best of my 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. x |
CUSIP
No. 3,019,549 |
13G/A |
Page
7 of 7 Pages |
SIGNATURE
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.
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February 16, 2016 |
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Date |
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PERCEPTIVE ADVISORS LLC |
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/s/ Joseph Edelman |
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Signature |
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Joseph Edelman/Managing Member |
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Name/Title |
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February 16, 2016 |
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Date |
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/s/ Joseph Edelman |
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Signature |
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Joseph Edelman |
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Name/Title |
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The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner
of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the
statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§240.13d-7 for other parties for whom copies are to be sent.
Attention: |
Intentional
misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) |
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