Statement of Ownership (sc 13g)
August 29 2016 - 9:58AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule 13d-102)
Information Statement Pursuant
to Rules 13d-1 and 13d-2
Under the Securities Exchange
Act of 1934
(Amendment No.
)*
Inotek Pharmaceuticals Corporation
(Name of Issuer)
Common stock, par value $0.01
per share
(Title of Class of Securities)
45780V102
(CUSIP Number)
August
22, 2016
Date of Event Which Requires Filing
of the Statement
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
*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).
CUSIP No.
45780V102
|
13G
|
Page
2
of
10 Pages
|
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Advisors LLC
|
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
1,871,258 shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES
¨
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%
1
|
12.
|
TYPE OF REPORTING PERSON
IA; OO; HC
|
|
1
|
The
percentages reported in this Schedule 13G are based upon 28,801,988 shares of common
stock outstanding (composed of (i) 26,930,730 shares of common stock outstanding as of
August 9, 2016 (according to the Form 10 Q filed by the issuer with the Securities and
Exchange Commission on August 10, 2016) and (ii) approximately 1,871,258 shares issuable
upon the conversion of certain convertible notes held by the Reporting Persons and certain
of their affiliates).
|
CUSIP No.
45780V102
|
13G
|
Page
3
of
10 Pages
|
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Advisors Holdings II 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
1,871,258 shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES
¨
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%
|
12.
|
TYPE OF REPORTING PERSON
PN; HC
|
CUSIP No.
45780V102
|
13G
|
Page
4
of
10 Pages
|
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel GP LLC
|
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
1,875,432 shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above.
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES
¨
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%
|
12.
|
TYPE OF REPORTING PERSON
OO; HC
|
CUSIP No.
45780V102
|
13G
|
Page
5
of
10 Pages
|
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth Griffin
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
1,875,432 shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES
¨
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%
|
12.
|
TYPE OF REPORTING PERSON
IN; HC
|
CUSIP No.
45780V102
|
13G
|
Page
6
of
10 Pages
|
Inotek Pharmaceuticals Corporation
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Item 1(b)
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Address of Issuer’s Principal Executive Offices
91 Hartwell Avenue, Lexington, MA 02421
|
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Item 2(a)
|
Name of Person Filing
This Schedule 13G is being jointly filed by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings II
LP (“CAH2”), Citadel GP LLC (“CGP”) and Mr. Kenneth Griffin (collectively with Citadel Advisors, CAH2
and CGP, the “Reporting Persons”) with respect to shares of common stock (and options to purchase and/or other securities
convertible into common stock) of the above-named issuer owned by Citadel Equity Fund Ltd., a Cayman Islands limited company (“CEF”),
and Citadel Securities LLC, a Delaware limited liability company (“Citadel Securities”).
|
|
|
Citadel Advisors is the portfolio manager for CEF. CAH2 is the managing member of Citadel Advisors. CALC III LP, a Delaware
limited partnership (“CALC3”), is the non-member manager of Citadel Securities. CGP is the general partner of CALC3
and CAH2. Mr. Griffin is the President and Chief Executive Officer of, and owns a controlling interest in, CGP.
|
|
|
The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner
of any securities covered by the statement other than the securities actually owned by such person (if any).
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Item 2(b)
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Address of Principal Business Office
The address of the principal business office of each of the Reporting Persons is c/o Citadel LLC, 131 S. Dearborn Street, 32nd
Floor, Chicago, Illinois 60603.
|
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Item 2(c)
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Citizenship
Each of Citadel Advisors and CGP is organized as a limited liability company under the laws of the State of Delaware. CAH2 is
organized as a limited partnership under the laws of the State of Delaware. Mr. Griffin is a U.S. citizen.
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Item 2(d)
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Title of Class of Securities
Common stock, $0.01 par value
|
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Item 2(e)
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CUSIP Number
45780V102
|
CUSIP No.
45780V102
|
13G
|
Page
7
of
10 Pages
|
|
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 Exchange Act;
|
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(b)
|
¨
Bank as defined in Section 3(a)(6) of the Exchange
Act;
|
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(c)
|
¨
Insurance company as defined in Section 3(a)(19)
of the Exchange Act;
|
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(d)
|
¨
Investment company registered under Section 8
of the Investment Company Act;
|
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(e)
|
¨
An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
|
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(f)
|
¨
An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
|
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(g)
|
¨
A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
|
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(h)
|
¨
A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act;
|
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(i)
|
¨
A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act;
|
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(j)
|
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
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.
45780V102
|
13G
|
Page
8
of
10 Pages
|
|
(a)
|
Citadel Advisors may be deemed to beneficially own 1,871,258 shares of common stock.
|
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(b)
|
The number of shares Citadel Advisors may be deemed to beneficially own constitutes approximately
6.5% of the common stock outstanding.
|
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(c)
|
Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote: 0
|
|
(ii)
|
shared power to vote or to direct the vote: 1,871,258
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 1,871,258
|
|
B.
|
Citadel Advisors Holdings II LP
|
|
(a)
|
CAH2 may be deemed to beneficially own 1,871,258 shares of common stock.
|
|
(b)
|
The number of shares CAH2 may be deemed to beneficially own constitutes approximately 6.5% of the
common stock outstanding.
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote: 0
|
|
(ii)
|
shared power to vote or to direct the vote: 1,871,258
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 1,871,258
|
CUSIP No.
45780V102
|
13G
|
Page
9
of
10 Pages
|
|
C.
|
Citadel GP LLC and Kenneth Griffin
|
|
(a)
|
CGP and Griffin may be deemed to beneficially own 1,875,432 shares of common stock.
|
|
(b)
|
The number of shares CGP and Griffin may be deemed to beneficially own constitutes approximately 6.5%
of the common stock outstanding.
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote: 0
|
|
(ii)
|
shared power to vote or to direct the vote: 1,875,432
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 1,875,432
|
|
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 5 percent of the class of securities, check the following
¨
.
|
|
Item 6
|
Ownership of More than Five Percent on Behalf of Another
Person
|
|
Item 7
|
Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the Parent Holding Company
|
|
Item 8
|
Identification and Classification of Members of the
Group
|
|
Item 9
|
Notice of Dissolution of Group
|
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Item 10
|
Certification
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.
|
CUSIP No.
45780V102
|
13G
|
Page
10
of
10 Pages
|
After reasonable inquiry
and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated this 29
th
day of August, 2016.
CITADEL ADVISORS LLC
|
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CITADEL ADVISORS HOLDINGS II LP
|
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By:
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/s/ Mark Polemeni
|
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By:
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/s/ Mark Polemeni
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Mark Polemeni, Authorized Signatory
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Mark Polemeni, Authorized Signatory
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CITADEL GP LLC
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KENNETH GRIFFIN
|
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By:
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/s/ Mark Polemeni
|
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By:
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/s/ Mark Polemeni
|
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Mark Polemeni, Authorized Signatory
|
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Mark Polemeni,
attorney-in-fact
*
|
|
|
*
|
Mark Polemeni is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed
with the Securities and Exchange Commission on January 18, 2013, and hereby incorporated by reference herein. The power of attorney
was filed as an attachment to a filing by Citadel Advisors LLC on Schedule 13G for TiVo Inc.
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