Statement of Ownership (sc 13g)
April 07 2017 - 3:50PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
pSivida CORP.
(Name
of Issuer)
Common Shares
(Title
of Class of Securities)
74440J101
(CUSIP
Number)
April 5, 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:
o
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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 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 (“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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CUSIP
No.
74440J101
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13
G
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Page
2 of 9 Pages
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1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rosalind Advisors, Inc.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(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
ONTARIO, CANADA
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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
2,126,800
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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
2,126,800
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,126,800
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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)
6.2%
1
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12.
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TYPE
OF REPORTING PERSON (see instructions)
CO
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1
This percentage is calculated based upon 34,176,999 shares of the Issuer’s common stock outstanding as of February 3, 2017.
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CUSIP
No.
74440J101
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13
G
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Page
3 of 9 Pages
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1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Steven Salamon
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(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
ONTARIO, CANADA
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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
2,126,800
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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
2,126,800
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,126,800
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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)
6.2%
2
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12.
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TYPE
OF REPORTING PERSON (see instructions)
IN
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2
This percentage is calculated based upon 34,176,999 shares of the Issuer’s common stock outstanding as of February 3, 2017.
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CUSIP
No.
74440J101
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13
G
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Page
4 of 9 Pages
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1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rosalind Master Fund L.P.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(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
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
586,554
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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
586,554
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
586,554
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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)
1.7%
3
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12.
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TYPE
OF REPORTING PERSON (see instructions)
PN
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3
This percentage
is calculated based upon 34,176,999 shares of the Issuer’s common stock outstanding as of February 3, 2017.
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CUSIP
No.
74440J101
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13
G
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Page
5 of 9 Pages
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1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rosalind Capital Partners L.P.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
o
|
|
|
3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
ONTARIO, CANADA
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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
1,558,246
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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
1,558,246
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,558,246
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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)
4.6%
4
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12.
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TYPE
OF REPORTING PERSON (see instructions)
PN
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4
This percentage is calculated based upon 34,176,999 shares of the Issuer’s
common stock outstanding as of February 3, 2017.
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CUSIP No.
74440J101
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13
G
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Page
6 of 9 Pages
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Item
1.
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(a)
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Name
of Issuer: PSIVIDA CORP.
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(b)
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Address of Issuer’s Principal
Executive Offices
480 Pleasant Street
Watertown, MA 02472, United States
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Item
2.
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(a)
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Name
of Person Filing
Rosalind
Advisors, Inc. (“Advisor” to RCP & RMF)
Rosalind
Master Fund L.P. (“RMF”)
Rosalind
Capital Partners L.P. (“RCP”)
Steven
Salamon (“President”)
Steven
Salamon is the portfolio manager of the Advisor which advises RCP & RMF.
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(b)
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Address
of the Principal Office or, if none, residence
Rosalind Advisors, Inc.
175
Bloor Street East
Suite 1316, North Tower
Toronto,
Ontario
M4W
3R8 Canada
Rosalind
Master Fund L.P.
P.O.
Box 309
Ugland
House, Grand Cayman
KY1-1104,
Cayman Islands
Rosalind
Capital Partners L.P.
175
Bloor Street East
Suite 1316, North Tower
Toronto,
Ontario
M4W
3R8 Canada
Steven
Salamon
175
Bloor Street East
Suite 1316, North Tower
Toronto,
Ontario
M4W
3R8 Canada
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(c)
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Citizenship
Rosalind Advisors, Inc.: Ontario, Canada
Rosalind
Master Fund L.P.: Cayman Islands
Rosalind
Capital Partners L.P.: Ontario, Canada
Steven
Salamon: Ontario, Canada
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(d)
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Title of Class
of Securities
Common Stock
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(e)
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CUSIP Number
74440J101
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CUSIP No.
74440J101
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13
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Page
7 of 9 Pages
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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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o
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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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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:
Rosalind Master Fund L.P. is
the record owner of 522,954 shares, and options to acquire 45,600 shares of common stock.
Rosalind Capital Partners L.P.
is the record owner of 1,332,546 shares, and options to acquire 225,700 shares of common stock
Rosalind Advisors, Inc. is the investment advisor to RCP and RMF and may be
deemed to be the beneficial owner of shares held by RCP and RMF. Steven Salamon is the portfolio manager of the Advisor and may
be deemed to be the beneficial owner of shares held by RCP and RMF. Notwithstanding the foregoing, the Advisor and Mr. Salamon
disclaim beneficial ownership of the shares.
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(b)
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Percent
of class:
Rosalind
Advisors, Inc. – 6.2%
Rosalind
Master Fund L.P. – 1.7%
Rosalind
Capital Partners L.P. – 4.6%
Steven
Salamon – 6.2%
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CUSIP No.
74440J101
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13
G
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Page
8 of 9 Pages
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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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Shared
power to vote or to direct the vote
Rosalind
Advisors, Inc. – 2,126,800
Rosalind
Master Fund L.P. – 586,554
Rosalind
Capital Partners L.P. – 1,558,246
Steven
Salamon – 2,126,800
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(ii)
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Sole
power to dispose or to direct the disposition of – 0
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(iii)
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Shared
power to dispose or to direct the disposition of
Rosalind
Advisors, Inc. – 2,126,800
Rosalind
Master Fund L.P. – 586,554
Rosalind
Capital Partners L.P. – 1,558,246
Steven
Salamon – 2,126,800
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Instruction
.
For computations regarding securities which represent a right to acquire an underlying security
see
§240.13d-3(d)(1).
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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Instruction
.
Dissolution of a group requires a response to this item.
Item 6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Item
7
– 9.
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Not
Applicable.
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CUSIP No.
74440J101
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13
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Page
9 of 9 Pages
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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.
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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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4/8/2017
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Date
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/s/
Steven Salamon
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Signature
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Steven
Salamon/President Rosalind Advisors, Inc.
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Name/Title
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