EXPLANATORY NOTE
This Amendment No. 1 to the Schedule 13D amends and supplements the Schedule 13D, filed March 5, 2015 (the “Schedule 13D”), by the Filing Persons (as defined below) relating to the Common Stock, par value $0.0001 per share, of Inotek Pharmaceuticals Corporation, a Delaware corporation (the “Issuer”). The Issuer is filing this amendment to the Schedule 13D to, among other things, update the disclosures set forth therein to update information regarding the Issuer and include the open market transactions discussed in Item 3 below.
Item 1.
Security and Issuer
Item 1 is hereby amended and restated as follows:
This Schedule 13D relates to the common stock, par value $0.001 per share, (the “Common Stock”) of Inotek Pharmaceuticals Corporation, a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 91 Hartwell Avenue, Suite 105, Lexington, Massachusetts 02421.
Item 3.
Source and Amount of Funds or Other Consideration
Item 3 is hereby amended to add the following:
During the period from January 23, 2017 through January 30, 2017, Care Capital Investments II L.P. sold 715,206 shares of Issuer’s Common Stock and Care Capital Offshore Investments II LP sold 49,084 shares of Issuer’s Common Stock in open market transactions.
Item 5.
Interest in Securities of the Issuer
Item 5 is hereby amended and restated as follows:
(a)
As more fully described in Item 3 above, (i) Care Investments III is the beneficial owner of 1,494,688 shares of the Issuer’s Common Stock, representing 5.6% of the Issuer’s shares of Common Stock outstanding and (ii) Care Offshore III is the beneficial owner of 24,959 shares of the Issuer’s Common Stock, representing 0.1% of the Issuer’s shares of Common Stock outstanding. By virtue of Care Capital III’s status as general partner of Care Investments III and Care Offshore III, Care Capital III may be deemed the beneficial owner of 1,519,647 shares of the Issuer’s Common Stock held by Care Investments III and Care Offshore III, representing 5.6% of the Issuer’s shares of Common Stock outstanding.
As more fully described in Item 3 above, (i) Care Investments II is the beneficial owner of 0 shares of the Issuer’s Common Stock, representing 0% of the Issuer’s shares of Common Stock outstanding and (ii) Care Offshore II is the beneficial owner of 0 shares of the Issuer’s Common Stock, representing 0% of the Issuer’s shares of Common Stock outstanding. By virtue of Care Capital II’s status as general partner of Care Investments II and Care Offshore II, Care Capital II may be deemed the beneficial owner of 0 shares of the Issuer’s Common Stock held by Care Investments II and Care Offshore II, representing 0% of the Issuer’s shares of Common Stock outstanding.
The percentage calculations are based upon 26,930,730 shares of Common Stock outstanding as of November 8, 2016 based on information provided by the Issuer. Each of Care Capital III and Care Capital II disclaims beneficial ownership of the securities referenced in this Schedule 13D, and this report shall not be deemed an admission that either Care Capital III and Care Capital II is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.
(b)
By virtue of its status as general partner of Care Investments III and Care Offshore III, Care Capital III may be deemed to share voting and dispositive power with respect to the 1,494,688 shares of Issuer’s Common Stock beneficially owned by Care Investments III and 24,959 shares of Issuer’s Common Stock beneficially owned by Care Offshore III. Care Capital III disclaims beneficial ownership of the securities and this report shall not be deemed an admission that Care Capital III is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.
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(c)
During the past sixty days prior to the date hereof, the following transactions occurred:
|
Identity of Person Who
Effected the Transaction
|
|
Date of
Transaction
|
|
Amount of
Securities
Sold
|
|
Weighted
Average Price
Per Share
|
|
Where and How
Transaction was
Effected
|
|
|
Care Capital Investments II L.P.
|
|
1/23/2017
|
|
183,847
|
|
$
|
1.53
|
|
Open Market
|
|
|
Care Capital Offshore Investments II LP
|
|
1/23/2017
|
|
12,617
|
|
$
|
1.53
|
|
Open Market
|
|
|
Care Capital Investments II L.P.
|
|
1/24/2017
|
|
109,580
|
|
$
|
1.50
|
|
Open Market
|
|
|
Care Capital Offshore Investments II LP
|
|
1/24/2017
|
|
7,520
|
|
$
|
1.50
|
|
Open Market
|
|
|
Care Capital Investments II L.P.
|
|
1/25/2017
|
|
80,325
|
|
$
|
1.51
|
|
Open Market
|
|
|
Care Capital Offshore Investments II LP
|
|
1/25/2017
|
|
5,513
|
|
$
|
1.51
|
|
Open Market
|
|
|
Care Capital Investments II L.P.
|
|
1/26/2017
|
|
85,941
|
|
$
|
1.52
|
|
Open Market
|
|
|
Care Capital Offshore Investments II LP
|
|
1/26/2017
|
|
5,898
|
|
$
|
1.52
|
|
Open Market
|
|
|
Care Capital Investments II L.P.
|
|
1/27/2017
|
|
123,744
|
|
$
|
1.54
|
|
Open Market
|
|
|
Care Capital Offshore Investments II LP
|
|
1/27/2017
|
|
8,493
|
|
$
|
1.54
|
|
Open Market
|
|
|
Care Capital Investments II L.P.
|
|
1/30/2017
|
|
131,769
|
|
$
|
1.56
|
|
Open Market
|
|
|
Care Capital Offshore Investments II LP
|
|
1/30/2017
|
|
9,043
|
|
$
|
1.56
|
|
Open Market
|
|
(d)
No person, other than Care Capital III, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by each of Care Investments III and Care Offshore III and no person, other than Care Capital II, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by each of Care Investments II and Care Offshore II.
(e)
Not applicable.
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