Amended Statement of Ownership (sc 13g/a)
February 22 2017 - 10:06AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
(Amendment No. 1)
Under
the Securities Exchange Act of 1934
Zogenix,
Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
98978L204
(CUSIP
Number)
February 15, 2017
(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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x
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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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o
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Rule
13d-1(d)
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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).
Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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C
USIP
No. 98978L204
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13G/A
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Page
2 of 8 Pages
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1.
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names
of reporting persons
i.r.s.
identification no. of above persons (entities only)
Perceptive
Advisors LLC
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2.
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check
the appropriate box if a group*
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(
a)
o
(
b)
o
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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,
United States of America
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number
of
shares
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5.
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sole
voting power
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0
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beneficially
owned by
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6.
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shared
voting power
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1,355,302
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each
reporting
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7.
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sole
dispositive power
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0
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person
with:
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8.
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shared
dispositive power
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1,355,302
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9.
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aggregate
amount beneficially owned by each reporting person
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1,355,302
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10.
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check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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o
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11.
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percent
of class represented by amount in row (9)
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5.46%
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12.
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type
of reporting person (See Instructions)
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IA
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C
USIP
No. 98978L204
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13G/A
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Page
3 of 8 Pages
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1.
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names of reporting
persons
i.r.s. identification no.
of above persons (entities only)
Joseph Edelman
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2.
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check the appropriate box if a group*
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(
a)
o
(
b)
o
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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
United
States of America
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number of
shares
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5.
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sole voting power
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0
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beneficially
owned by
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6.
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shared voting power
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1,355,302
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each
reporting
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7.
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sole dispositive power
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0
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person with:
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8.
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shared dispositive power
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1,355,302
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9.
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aggregate amount beneficially owned by each reporting person
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1,355,302
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10.
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check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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o
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11.
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percent of class represented by amount in row (9)
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5.46%
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12.
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type of reporting person (See Instructions)
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IN
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C
USIP
No. 98978L204
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13G/A
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Page
4 of 8 Pages
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1.
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names of reporting
persons
i.r.s. identification no.
of above persons (entities only)
Perceptive Life
Sciences Master Fund, Ltd.
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2.
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check the appropriate box if a group*
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(
a)
o
(
b)
o
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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
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5.
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sole voting power
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0
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beneficially
owned by
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6.
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shared voting power
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1,282,718
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each
reporting
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7.
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sole dispositive power
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0
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person with:
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8.
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shared dispositive power
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1,282,718
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9.
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aggregate amount beneficially owned by each reporting person
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1,282,718
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10.
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check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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o
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11.
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percent of class represented by amount in row (9)
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5.17%
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12.
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type of reporting person (See Instructions)
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CO
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C
USIP
No. 98978L204
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13G/A
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Page
5 of 8 Pages
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Item 1.
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(a)
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Name of Issuer:
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Zogenix,
Inc.
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(b)
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Address
of Issuer’s Principal Executive Offices:
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5858 Horton Street, #455
Emeryville, California
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Item 2.
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(a)
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Name of Person Filing:
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This
Schedule 13G/A (the “Schedule”) is being filed with respect to shares of Common
Stock (as defined below) of Zogenix, Inc.
(
the
“Issuer”) which are beneficially owned by Perceptive Advisors LLC, Joseph
Edelman and Perceptive Life Sciences Master Fund, Ltd. (together, the “Reporting
Persons”). See Item 4 below. This Schedule is being amended to reflect the addition of Perceptive Life Sciences Master Fund, Ltd. as a Reporting Person.
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(b)
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Address
of Principal Business Office or, if none, Residence:
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51 Astor Place, 10
th
Floor
New York, NY 10003
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(c)
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Citizenship:
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Perceptive Advisors LLC is a Delaware limited liability company, Perceptive Life Sciences Master Fund, Ltd.
is a Cayman Islands corporation and Joseph Edelman is a United States Citizen.
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(d)
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Title of Class of Securities:
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Common
Stock
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(e)
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CUSIP Number:
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98978L204
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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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o
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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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o
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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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o
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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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o
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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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x
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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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o
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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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o
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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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o
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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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o
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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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o
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Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
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C
USIP
No. 98978L204
|
13G/A
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Page
6 of 8 Pages
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Provide the following
information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount
beneficially owned:
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Perceptive Advisors LLC and Joseph Edelman beneficially own
1,355,302
shares of Common Stock, 1,282,718 of which are held by Perceptive Life Sciences Master Fund Ltd, a private investment
fund (the “Fund”) to which Perceptive Advisors LLC serves as the investment manager, and 72,584 of which are held in
a trading account (the “Account”) to which Perceptive Advisors LLC serves as the investment manager. Mr. Edelman is
the managing member of Perceptive Advisors LLC.
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(b)
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Percent
of class:
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Perceptive Advisors LLC’s and Joseph Edelman’s beneficial ownership of 5.46%, and Perceptive Life
Sciences Master Fund Ltd’s beneficial ownership of 5.17%, is based on the sum of 24,790,989 shares of Common Stock as reflected
on the Issuer’s 10-Q filed with the SEC on November 8, 2016.
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(c)
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Number
of shares as to which the person has:
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Perceptive
Advisors LLC and Joseph Edelman
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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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1,355,302
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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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1,355,302
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Perceptive
Life Sciences Master Fund Ltd:
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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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1,282,718
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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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1,282,718
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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:
o
.
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Item
6.
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Ownership of More Than Five
Percent on Behalf of Another Person.
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The Fund and the Account described
in Item 4 have the right to receive or the power to direct the receipt of dividends from, or the proceeds from, the sale of the
securities held in its account. Filing of this statement by the Reporting Persons shall not be deemed an admission that they beneficially
own the securities reported herein. The Reporting Persons expressly disclaim beneficial ownership of all securities reported herein.
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Item
7.
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Identification
and Classification of the Subsidiary which Acquired the Security Being Reported on by
the Parent Holding Company or Control Person.
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Not applicable.
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C
USIP
No. 98978L204
|
13G/A
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Page
7 of 8 Pages
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Item 8.
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Identification and
Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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(a)
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The
following certification shall be included if the statement is filed pursuant to §240.13d-1(b)
with respect to Perceptive Advisors LLC:
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.
x
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(b)
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The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c)
with respect to Joseph Edelman:
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.
x
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(c)
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The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c)
with respect to Perceptive Life Sciences Master Fund Ltd:
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.
x
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C
USIP
No. 98978L204
|
13G/A
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Page
8 of 8 Pages
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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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February
21, 2017
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Date
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PERCEPTIVE ADVISORS LLC
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/s/
Joseph Edelman
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Signature
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Joseph
Edelman/Managing Member
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Name/Title
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February
21, 2017
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Date
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PERCEPTIVE
LIFE SCIENCES MASTER FUND LTD
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/s/
Joseph Edelman
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Signature
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Joseph Edelman/Managing
Member
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February
21, 2017
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Date
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/s/
Joseph Edelman
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Signature
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Joseph
Edelman
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Name/Title
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The original
statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing
person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided,
however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE
:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
§240.13d-7 for other parties for whom copies are to be sent.
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Attention:
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Intentional misstatements
or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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