Statement of Ownership (sc 13g)
February 14 2017 - 5:58PM
Edgar (US Regulatory)
SCHEDULE 13G
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Under the Securities Exchange Act of 1934
(Amendment No. )*
ContraFect Corporation
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
212326102
(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:
*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 (the “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.
212326102
|
|
1
|
NAMES OF REPORTING PERSONS
Baker Bros. Advisors LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (See Instructions)
(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
4,167,876 (1)
|
6
|
SHARED VOTING
POWER
-0-
|
7
|
SOLE DISPOSITIVE
POWER
4,167,876 (1)
|
8
|
SHARED DISPOSITIVE
POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,167,876 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨
(See Instructions)
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
9.99% (1)(2)
|
12
|
TYPE OF REPORTING
PERSON (See Instructions)
IA, PN
|
|
(1)
|
Includes 122,000 shares of Common Stock of ContraFect
Corporation (the “Issuer”) underlying 2021 Warrants (as defined below) that are subject to the limitations on exercise
described in Item 4.
|
|
(2)
|
Based on 41,578,804 shares of Common Stock outstanding
as of November 7, 2016, as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2016 and 122,000 shares of Common Stock underlying 2021 Warrants.
|
CUSIP No.
212326102
|
|
1
|
NAMES OF REPORTING PERSONS
Baker Bros. Advisors (GP) LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (See Instructions)
(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
4,167,876 (1)
|
6
|
SHARED VOTING
POWER
-0-
|
7
|
SOLE DISPOSITIVE
POWER
4,167,876 (1)
|
8
|
SHARED DISPOSITIVE
POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,167,876 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨
(See Instructions)
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
9.99% (1)(2)
|
12
|
TYPE OF REPORTING
PERSON (See Instructions)
HC, OO
|
|
(1)
|
Includes 122,000 shares of Common Stock of the Issuer
underlying 2021 Warrants (as defined below) that are subject to the limitations on exercise described in Item 4.
|
|
(2)
|
Based on 41,578,804 shares of the Issuer outstanding
as of November 7, 2016, as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2016 and 122,000 shares of Common Stock underlying 2021 Warrants.
|
CUSIP No.
212326102
|
|
1
|
NAMES OF REPORTING PERSONS
Felix J. Baker
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (See Instructions)
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING
POWER
4,167,876 (1)
|
6
|
SHARED VOTING
POWER
-0-
|
7
|
SOLE DISPOSITIVE
POWER
4,167,876 (1)
|
8
|
SHARED DISPOSITIVE
POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,167,876 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨
(See Instructions)
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
9.99% (1)(2)
|
12
|
TYPE OF REPORTING
PERSON (See Instructions)
IN, HC
|
|
(1)
|
Includes 122,000 shares of Common Stock of the Issuer
underlying 2021 Warrants (as defined below) that are subject to the limitations on exercise described in Item 4.
|
|
(2)
|
Based on 41,578,804 shares of the Issuer outstanding
as of November 7, 2016, as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2016 and 122,000 shares of Common Stock underlying 2021 Warrants.
|
CUSIP No.
212326102
|
|
1
|
NAMES OF REPORTING PERSONS
Julian C. Baker
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (See Instructions)
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING
POWER
4,167,876 (1)
|
6
|
SHARED VOTING
POWER
-0-
|
7
|
SOLE DISPOSITIVE
POWER
4,167,876 (1)
|
8
|
SHARED DISPOSITIVE
POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,167,876 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨
(See Instructions)
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
9.99% (1)(2)
|
12
|
TYPE OF REPORTING
PERSON (See Instructions)
IN, HC
|
|
(1)
|
Includes 122,000 shares of Common Stock of the Issuer
underlying 2021 Warrants (as defined below) that are subject to the limitations on exercise described in Item 4.
|
|
(2)
|
Based on 41,578,804 shares of the Issuer outstanding
as of November 7, 2016, as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2016 and 122,000 shares of Common Stock underlying 2021 Warrants.
|
Schedule 13G
|
Item 1(a)
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Name of Issuer:
|
ContraFect
Corporation (the “Issuer”)
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Item 1(b)
|
Address of Issuer’s Principal Executive Offices:
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28 Wells
Avenue, 3rd Floor
Yonkers, New York 10701
|
Item 2(a)
|
Name of Person Filing:
|
This
Schedule 13G is being filed jointly by the Baker Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors (GP) LLC
(the “Adviser GP”), Felix J. Baker and Julian C. Baker (collectively, the “Reporting Persons”).
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Item 2(b)
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Address of Principal Business Office or, if None, Residence:
|
The business
address of each of the Reporting Persons is:
c/o Baker
Bros. Advisors LP
667 Madison
Avenue, 21
st
Floor
New York,
NY 10065
(212)
339-5690
The Adviser
is a limited partnership organized under the laws of the State of Delaware. The Adviser GP is a limited liability company organized
under the laws of the State of Delaware. The citizenship of each of Julian C. Baker and Felix J. Baker is the United States of
America.
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Item 2(d)
|
Title of Class of Securities
|
Common
Stock, $0.0001 par value per share (“Common Stock”)
212326102
|
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(b)
or (c), check whether the person filing is a:
|
|
(a)
|
¨
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
|
¨
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Bank as defined in section 3(a)(6) of the Exchange Act.
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(c)
|
¨
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Insurance company as defined in section 3(a)(19) of the Exchange Act.
|
|
(d)
|
¨
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Investment company registered under section 8 of the Investment Company Act of 1940.
|
|
(e)
|
x
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
|
|
(f)
|
¨
|
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
|
|
(g)
|
x
|
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 of 1940.
|
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(j)
|
¨
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
Items
5 through 9 and 11 of each of the cover pages to this Schedule 13G are incorporated herein reference. Set forth below is the
aggregate number of shares of Common Stock of the Issuer directly held by each of the 667, L.P. and Baker Brothers Life
Sciences, L.P. (collectively the “Funds”), which may be deemed to be indirectly beneficially owned by the
Reporting Persons, as well as shares of Common Stock that may be acquired upon exercise of the warrants expiring July 27,
2021 (“2021 Warrants”) at an exercise price of $3.00 per share, subject to the limitation on exercise described
below. The information set forth below is based upon 41,578,804 shares of Common Stock outstanding as of November 7, 2016, as
reported on the Issuer’s Form 10-Q filed with the SEC on November 9, 2016 and 122,000 shares of Common Stock underlying 2021 Warrants. Such percentage figures are calculated in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
Name
|
|
Number of Shares of Common Stock we own or have the right to acquire within 60 days (taking account of exercise restrictions for the 2021 Warrants as described below)
|
|
|
Percent of Class Outstanding
|
|
667, L.P.
|
|
|
464,805
|
|
|
|
1.11
|
%
|
Baker Brothers Life Sciences, L.P.
|
|
|
3,703,071
|
|
|
|
8.88
|
%
|
Total
|
|
|
4,167,876
|
|
|
|
9.99
|
%
|
The
2021 Warrants are only exercisable to the extent that after giving effect to such exercise the holders thereof together with their
affiliates would beneficially own, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, no more than
9.99% of the outstanding Common Shares of the Issuer after exercise (“Beneficial Ownership Limitation”). As a result
of this restriction, the number of shares that may be issued upon exercise of the 2021 Warrants by the above holders may change
depending upon changes in the outstanding shares. By written notice to the Issuer, the Funds may waive the Beneficial Ownership
Limitation applicable to that Fund. Any such waiver will not be effective until the 61st day after such notice is delivered
to the Issuer.
Pursuant
to the management agreements, as amended, among the Adviser, the Funds and their respective general partners, the Funds’
respective general partners relinquished to the Adviser all discretion and authority with respect to the investment and voting
power of the securities held by the Funds, and thus the Adviser has complete and unlimited discretion and authority with respect
to the Funds’ investments and voting power over investments.
The
Adviser GP, Felix J. Baker and Julian C. Baker as principals of the Adviser GP, and the Adviser may be deemed to be beneficial
owners of securities of the Issuer directly held by the Funds, and may be deemed to have the power to vote or direct the vote
of and the power to dispose or direct the disposition of such securities.
The
Reporting Persons disclaim beneficial ownership of the securities held by each of the Funds, and this Schedule 13G shall not be
deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 13(d) or for
any other purpose.
|
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 five percent of the class of securities, check the following
¨
.
N/A
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another
Person.
|
The information in Item
4 is incorporated herein by reference.
|
Item 7.
|
Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
The information in Item
4 is incorporated herein by reference.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
N/A
|
Item 9.
|
Notice of Dissolution of Group.
|
N/A
By signing below I certify that, to the best
of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and
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.
February 14, 2017
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BAKER BROS. ADVISORS LP
|
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|
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By:
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Baker Bros. Advisors (GP) LLC,
its general partner
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By:
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/s/ Scott L. Lessing
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Name: Scott L. Lessing
Title: President
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BAKER BROS. ADVISORS (GP) LLC
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By:
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/s/ Scott L. Lessing
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Name: Scott L. Lessing
Title: President
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/s/ Julian C. Baker
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Julian C. Baker
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/s/ Felix J. Baker
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Felix J. Baker
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