SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Eagle Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
269796 108
(CUSIP Number)
Pasquale DeAngelis
ProQuest Associates IV LLC
2430 Vanderbilt Beach Road, 108-190
Naples, FL 34109
(609) 919-3567
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 21, 2016
(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).
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1.
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Name of Reporting Persons
ProQuest Investments IV, L.P. ("ProQuest")
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☒
(1)
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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☐
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
4,473,987
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
4,473,987
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,473,987
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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☒
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13.
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Percent of Class Represented by Amount in Row 11
28.6%(2)
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14.
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Type of Reporting Person (See Instructions)
PN
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_______________________
(1) This schedule is filed by ProQuest Investments IV, L.P. ("ProQuest"), ProQuest Associates IV, LLC ("PQA IV"), ProQuest Financial LLC ("PQF"), and Jay Moorin and Alain Schreiber (Messrs. Moorin and Schreiber referred herein collectively as the "Listed Persons"). PQA IV is the General Partner of ProQuest and the Listed Persons are the managing members of PQA and PQF. ProQuest, PQA IV, PQF and the Listed Persons expressly disclaim status as a "group" for purposes of this Schedule 13D.
(2) The percentage is based on an aggregate of 15,636,387 shares of Common Stock outstanding as of August 4, 2016.
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1.
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Name of Reporting Persons
ProQuest Associates IV LLC ("PQA IV")
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☒
(1)
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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☐
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
4,473,987(2)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
4,473,987(2)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,473,987(2)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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☒
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13.
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Percent of Class Represented by Amount in Row 11
28.6%(3)
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14.
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Type of Reporting Person (See Instructions)
OO
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_______________________
(1) This schedule is filed by ProQuest, PQA IV, PQF and the Listed Persons. PQA IV is the General Partner of ProQuest and the Listed Persons are the managing members of PQA and PQF. ProQuest, PQA IV, PQF and the Listed Persons expressly disclaim status as a "group" for purposes of this Schedule 13D.
(2) Consists of 4,473,987 shares owned by ProQuest.
(3) The percentage is based on an aggregate of 15,636,387 shares of Common Stock outstanding as of August 4, 2016.
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1.
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Name of Reporting Persons
ProQuest Financial LLC ("PQF")
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☒
(1)
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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☐
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6.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
92,957(2)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
92,957(2)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
92,957(2)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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☒
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13.
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Percent of Class Represented by Amount in Row 11
0.6% (3)
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14.
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Type of Reporting Person (See Instructions)
OO
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_______________________
(1) This schedule is filed by ProQuest, PQA IV, PQF and the Listed Persons. PQA IV is the General Partner of ProQuest and the Listed Persons are the managing members of PQA and PQF. ProQuest, PQA IV, PQF and the Listed Persons expressly disclaim status as a "group" for purposes of this Schedule 13D.
(2) Consists of 8,777 shares and currently exercisable options to purchase 84,180 shares of Common Stock.
(3) The percentage is based on an aggregate of 15,636,387 shares of Common Stock outstanding as of August 4, 2016.
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1.
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Name of Reporting Persons
Jay Moorin ("Moorin")
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☒
(1)
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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☐
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6.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
4,596,518(2)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
4,596,518(2)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,596,518(2)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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☐
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13.
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Percent of Class Represented by Amount in Row 11
29.2%(3)
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14.
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Type of Reporting Person (See Instructions)
IN
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_______________________
(1) This schedule is filed by ProQuest, PQA IV, PQF and the Listed Persons. PQA IV is the General Partner of ProQuest and the Listed Persons are the managing members of PQA and PQF. ProQuest, PQA IV, PQF and the Listed Persons expressly disclaim status as a "group" for purposes of this Schedule 13D.
(2) Consists of 4,473,987 shares owned by ProQuest, 8,777 shares owned by PQF, 29,574 shares owned by Moorin through an IRA and currently exercisable options to purchase 84,180 shares of Common Stock held by PQF.
(3) The percentage is based on an aggregate of 15,636,387 shares of Common Stock outstanding as of August 4, 2016.
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1.
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Name of Reporting Persons
Alain Schreiber ("Schreiber")
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☒
(1)
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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☐
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6.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
4,566,944(2)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
4,566,944(2)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,566,944(2)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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☐
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13.
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Percent of Class Represented by Amount in Row 11
29.2%(3)
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14.
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Type of Reporting Person (See Instructions)
IN
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_______________________
(1) This schedule is filed by ProQuest, PQA IV, PQF and the Listed Persons. PQA IV is the General Partner of ProQuest and the Listed Persons are the managing members of PQA and PQF. ProQuest, PQA IV, PQF and the Listed Persons expressly disclaim status as a "group" for purposes of this Schedule 13D.
(2) Consists of 4,473,987 shares owned by ProQuest, 8,777 shares owned by PQF and currently exercisable options to purchase 84,180 shares of Common Stock held by PQF.
(3) The percentage is based on an aggregate of 15,636,387 shares of Common Stock outstanding as of August 4, 2016.
EXPLANATORY NOTE
Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (the "Amendment No. 2") amends the Schedule 13D filed on February 21, 2014 and amended on August 19, 2016 [File Number 005-88022] (as amended by this Amendment No. 2, the "Schedule 13D"), on behalf of the Reporting Persons named in Item 2(a) thereof and ProQuest Financial LLC. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D shall remain unchanged. All capitalized terms not otherwise defined in this Amendment No. 2 shall have the meanings attributed to such terms in the Schedule 13D.
Item 5.
Interest in Securities of the Issuer.
Item 5(b) of the Schedule 13D is hereby amended and restated as follows:
(b)
(1)
The percentage is calculated based upon 15,636,387 shares of Common Stock outstanding as of August 4, 2016 as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.
(2)
PQA IV is the general partner of ProQuest.
(3)
The Listed Persons are the managing directors of ProQuest and PQF. Of the total shares reported on this Schedule 13D, 4,473,987 are shares held by ProQuest, 8,777 are shares held by PQF, 29,574 are shares held by Moorin through an IRA and 84,180 are shares subject to currently exercisable options held by PQF. Each Reporting Person disclaims beneficial ownership with respect to these shares except to the extent of his pecuniary interest therein.
(4)
The Listed Persons resigned from the Board of Directors of the Issuer on June 29, 2016.
Item 5(c) of the Schedule 13D is hereby amended add the following:
(c)
Except as set forth below with respect to shares of Common Stock sold on the open market in the ordinary course of business, there have been no transaction in the securities of the Issuer by any of the Reporting Persons since the filing of the last amendment to the Schedule 13D:
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Date
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Reporting
Person
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Amount Disposed
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Price
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Price Range for weighted
average prices
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8/23/16
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ProQuest
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17,118
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$63.14*
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$63.00 - $63.39
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8/23/16
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PQF
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34
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$63.12
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n/a
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8/23/16
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Moorin
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113
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$63.12
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n/a
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8/24/16
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ProQuest
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11,506
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$62.78*
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$62.75 - $62.95
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8/24/16
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PQF
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23
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$62.78
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n/a
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8/24/16
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Moorin
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76
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$62.78
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n/a
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9/6/16
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ProQuest
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12,958
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$62.45*
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$62.25 - $62.93
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9/6/16
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ProQuest
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12,224
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$63.25*
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$63.03 - $63.42
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9/6/16
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PQF
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49
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$62.83
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n/a
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9/6/16
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Moorin
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166
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$62.83
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n/a
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9/7/16
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ProQuest
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11,345
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$62.26*
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$62.25 - $62.40
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9/7/16
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PQF
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22
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$62.26
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n/a
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9/7/16
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Moorin
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75
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$62.26
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n/a
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9/8/16
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ProQuest
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33,796
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$62.33*
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$62.25 - $62.59
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9/8/16
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PQF
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66
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$62.33
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n/a
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9/8/16
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Moorin
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224
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$62.33
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n/a
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9/21/16
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ProQuest
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97,149
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$66.15*
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$66.00 - $66.99
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9/21/16
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ProQuest
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1,798
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$67.24*
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$67.03 - $67.47
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9/21/16
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PQF
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194
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$66.17
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n/a
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9/21/16
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Moorin
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654
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$66.17
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n/a
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*Constitutes the weighted average purchase price for multiple transactions. The Reporting Persons will provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding each separate transaction.
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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Dated: September 23, 2016
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PROQUEST INVESTMENTS IV, L.P.
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PROQUEST ASSOCIATES IV LLC
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By:
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ProQuest Associates IV LLC
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its General Partner
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By:
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/s/ Pasquale DeAngelis
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Name: Pasquale DeAngelis
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By:
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/s/ Pasquale DeAngelis
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Title: Managing Member
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Name: Pasquale DeAngelis
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Title: Managing Member
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PROQUEST FINANCIAL LLC
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*
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JAY MOORIN
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By:
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/s/ Pasquale DeAngelis
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Name: Pasquale DeAngelis
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Title: Administrative Partner
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*
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ALAIN SCHREIBER
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*By:
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/s/ Pasquale DeAngelis
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Pasquale DeAngelis, Attorney-in-Fact
Power of attorney filed as an exhibit hereto
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