Amended Statement of Ownership (sc 13g/a)
February 09 2017 - 4:24PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Palatin
Technologies, Inc.
(Name
of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
696077403
(CUSIP Number)
December
31, 2016
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
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1.
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Names of
Reporting Persons.
QVT Financial LP
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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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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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
14,102,011
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
14,102,011
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
14,102,011
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount
in Row (9)
9.99%
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12.
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Type of Reporting Person (See
Instructions)
PN
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1.
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Names of
Reporting Persons.
QVT Financial GP LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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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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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
14,102,011
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
14,102,011
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
14,102,011
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount
in Row (9)
9.99%
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12.
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Type of Reporting Person (See
Instructions)
OO
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1.
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Names of
Reporting Persons.
QVT Associates GP LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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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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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
14,102,011
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
14,102,011
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
14,102,011
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount
in Row (9)
9.99%
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12.
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Type of Reporting Person (See
Instructions)
OO
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1.
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Names of
Reporting Persons.
QVT Fund V LP
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
12,463,289
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
12,463,289
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
12,463,289
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount
in Row (9)
8.83%
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12.
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Type of Reporting Person (See
Instructions)
PN
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Item 1(a).
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Name of Issuer
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Palatin Technologies, Inc. (the
Issuer)
Item 1(b).
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Address of Issuers Principal Executive Offices
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The address
of the Issuers principal executive offices is:
4B Cedar Brook Drive, Cranbury, New Jersey 08512, United States
Item 2(a).
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Name of Person Filing
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Item 2(b).
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Address of Principal Business Office or, if none, Residence
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QVT Financial LP
1177 Avenue of the Americas, 9th Floor
New York, New York 10036
Delaware Limited Partnership
QVT Financial GP LLC
1177 Avenue of the Americas, 9th Floor
New York, New York 10036
Delaware Limited Liability Company
QVT Associates GP LLC
1177 Avenue of the Americas, 9th Floor
New York, New York 10036
Delaware Limited Liability Company
QVT Fund V LP
190 Elgin Avenue
George Town, Grand Cayman, KY1 9005 Cayman Islands
Cayman Islands Limited Partnership
Item 2(d).
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Title of Class of Securities
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Common stock, $0.01 par value per
share (the Common Stock).
The CUSIP number of the Common Stock is 696077403.
Item 3.
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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)
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☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☐ An investment adviser in accordance with §
240.13d-1(b)(1)(ii)(E);
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(f)
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☐ An employee benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F);
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(g)
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☐ A parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
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☐ 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)
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☐ 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)
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☐ A non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J);
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(k)
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☐ Group, in accordance with §240.13d1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J), please specify the type of institution:
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(a)
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Amount beneficially owned as of December 31, 2016:
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QVT Financial LP (QVT
Financial) is the investment manager for QVT Fund V LP and other private investment funds (collectively, the Funds). The Funds aggregately own 14,102,011 shares of Common Stock. QVT Financial has the power to direct the vote and
disposition of the Common Stock held by the Funds. Accordingly, QVT Financial may be deemed to be the beneficial owner of an aggregate amount of 14,102,011 shares of Common Stock, consisting of the shares owned by the Funds.
QVT Financial GP LLC, as General Partner of QVT Financial, may be deemed to beneficially own the same number of shares of Common Stock reported
by QVT Financial. QVT Associates GP LLC, as General Partner of the Funds, may be deemed to beneficially own the aggregate number of shares of Common Stock owned by the Funds, and accordingly, QVT Associates GP LLC may be deemed to be the beneficial
owner of an aggregate amount of 14,102,011 shares of Common Stock.
The percentage disclosed in Item 11 of the Cover Pages for each
reporting person is calculated on the basis of (i) 133,423,837 shares of Common Stock outstanding, which is the total number of shares issued and outstanding reported in the Issuers Prospectus Supplement, filed with the Securities and
Exchange Commission on December 2, 2016 and (ii) 7,737,442 shares of Common Stock underlying the Issuers warrants, pursuant to Rule 13d-3(d)(1)(i).
See Item 11 of the Cover Pages to this Schedule 13G.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
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0
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(ii)
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Shared power to vote or to direct the vote
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See item (a) above.
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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(iv)
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Shared power to dispose or to direct the disposition of
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See item (a) above.
Item 5.
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Ownership of Five Percent or Less of a Class
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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.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not Applicable
Item 8.
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Identification and Classification of Members of the Group
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Not Applicable
Item 9.
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Notice of Dissolution of Group
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Not Applicable
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.
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.
Dated: February 9, 2017
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QVT FINANCIAL LP
By QVT Financial GP LLC,
its General Partner
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QVT FUND V LP
By QVT Associates GP LLC,
its General Partner
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By:
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/s/ Tracy Fu
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By:
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/s/ Tracy Fu
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Name: Tracy Fu
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Name: Tracy Fu
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Title: Managing Member
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Title: Managing Member
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By:
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/s/ Meg Eisner
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By:
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/s/ Meg Eisner
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Name: Meg Eisner
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Name: Meg Eisner
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Title: Authorized Signatory
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Title: Authorized Signatory
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QVT FINANCIAL GP LLC
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QVT ASSOCIATES GP LLC
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By:
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/s/ Tracy Fu
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By:
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/s/ Tracy Fu
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Name: Tracy Fu
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Name: Tracy Fu
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Title: Managing Member
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Title: Managing Member
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By:
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/s/ Meg Eisner
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By:
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/s/ Meg Eisner
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Name: Meg Eisner
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Name: Meg Eisner
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Title: Authorized Signatory
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Title: Authorized Signatory
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