Amended Statement of Ownership (sc 13g/a)
February 14 2017 - 10:26AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 2)*
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Synergy Pharmaceuticals
Inc.
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(Name of Issuer)
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Common Stock,
par value $0.0001 per share
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(Title of Class of Securities)
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871639308
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(CUSIP Number)
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December
31, 2016
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 4 Pages)
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______________________________
*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)
CUSIP No.
871639308
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13G/A
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Page
2
of 4 Pages
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1
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NAMES OF REPORTING PERSONS
Highbridge Capital Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(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
State of 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
51,839 shares of Common Stock
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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
51,839 shares of Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,839 shares of Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.03%
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12
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TYPE OF REPORTING PERSON
IA, OO
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CUSIP No.
871639308
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13G/A
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Page
3
of 4 Pages
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This Amendment No. 2 (this "
Amendment No. 2
") amends
the statement on Schedule 13G filed with the Securities and Exchange Commission (the "
SEC
") on November 30, 2015
(the "
Original Schedule 13G
") as amended by Amendment No. 1 filed with the SEC on February 16, 2016 ("
Amendment
No. 1
" and together with the Original Schedule 13G and this Amendment No. 2, the "
Schedule 13G
"), with
respect to the shares of Common Stock, par value $0.0001 per share (the "
Common Stock
"), of Synergy Pharmaceuticals
Inc., a Delaware corporation (the "
Company
"). Capitalized terms used herein and not otherwise defined have the
meanings set forth in the Schedule 13G. This Amendment No. 2 amends and restates Items 4 and 5 in their entirety as set forth below.
Item 4.
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OWNERSHIP
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(a)
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Amount beneficially owned:
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As of December 31, 2016, Highbridge Capital Management, LLC, as the trading manager of Highbridge International LLC and Highbridge Tactical Credit & Convertibles Master Fund, L.P. (collectively, the "
Highbridge Funds
"), may be deemed to be the beneficial owner of 51,839 shares of Common Stock.
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The percentages used
herein and in the rest of this Schedule 13G/A are calculated based upon 200,421,204 shares of Common Stock outstanding which
is the sum of (i) 179,953,607 shares of Common Stock outstanding as of November 7, 2016, as reported in the Company's
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016 filed with the SEC on November 9, 2016, (ii)
12,911,914 shares of Common Stock issued by the Company in the exchange transaction described in the Current Report on Form
8-K filed by the Company with the SEC on November 15, 2016 and (iii) 7,555,863 shares of Common Stock issued by the Company
in the exchange transaction described in the Current Report on Form 8-K filed by the Company with the SEC on November 21,
2016. Therefore, as of December 31, 2016, Highbridge Capital Management, LLC may be deemed to beneficially own
approximately 0.03% of the outstanding shares of Common Stock of the Company.
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The foregoing should not be construed in and of itself as an admission by the Reporting Person as to beneficial ownership of the shares of Common Stock held by the Highbridge Funds.
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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:
ý
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CUSIP No.
871639308
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13G/A
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Page
4
of 4 Pages
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SIGNATURES
After reasonable
inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement
is true, complete and correct.
DATED: February 14, 2017
HIGHBRIDGE CAPITAL MANAGEMENT, LLC
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By:
/s/John
Oliva
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Name: John Oliva
Title: Managing Director
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