Statement of Ownership (sc 13g)
August 07 2017 - 4:58PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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|
SCHEDULE 13G
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|
Under the Securities Exchange Act of 1934
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(Amendment No. )*
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ImmunoGen,
Inc.
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(Name of Issuer)
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Common Stock,
par value $0.01 per share
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(Title of Class of Securities)
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45253H101
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(CUSIP Number)
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August 2,
2017
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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 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 14 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.
45253H101
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13G
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Page
2
of 14 Pages
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1
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NAME OF REPORTING PERSON
Polygon Convertible Opportunity Master Fund
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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
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
4,894,938 shares of Common Stock issuable upon
conversion of 4.50% Convertible Senior Notes due 2021
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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
4,894,938 shares of Common Stock
issuable upon conversion of 4.50% Convertible Senior Notes due 2021
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,894,938 shares of Common Stock
issuable upon conversion of 4.50% Convertible Senior Notes due 2021
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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)
5.2%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No.
45253H101
|
13G
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Page
3
of 14 Pages
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1
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NAME OF REPORTING PERSON
Polygon Management Ltd.
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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
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
4,894,938 shares of Common Stock issuable upon
conversion of 4.50% Convertible Senior Notes due 2021
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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
4,894,938 shares of Common Stock
issuable upon conversion of 4.50% Convertible Senior Notes due 2021
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,894,938 shares of Common Stock
issuable upon conversion of 4.50% Convertible Senior Notes due 2021
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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)
5.2%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No.
45253H101
|
13G
|
Page
4
of 14 Pages
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1
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NAME OF REPORTING PERSON
Polygon Global Partners LP
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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
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
4,894,938 shares of Common Stock issuable upon
conversion of 4.50% Convertible Senior Notes due 2021
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
4,894,938 shares of Common Stock
issuable upon conversion of 4.50% Convertible Senior Notes due 2021
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,894,938 shares of Common Stock
issuable upon conversion of 4.50% Convertible Senior Notes due 2021
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No.
45253H101
|
13G
|
Page
5
of 14 Pages
|
1
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NAME OF REPORTING PERSON
Polygon Global Partners LLP
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2
|
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
United Kingdom
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
4,894,938 shares of Common Stock issuable upon
conversion of 4.50% Convertible Senior Notes due 2021
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
4,894,938 shares of Common Stock
issuable upon conversion of 4.50% Convertible Senior Notes due 2021
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,894,938 shares of Common Stock
issuable upon conversion of 4.50% Convertible Senior Notes due 2021
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
|
12
|
TYPE OF REPORTING PERSON
PN
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|
|
|
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CUSIP No.
45253H101
|
13G
|
Page
6
of 14 Pages
|
1
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NAME OF REPORTING PERSON
TFG Asset Management L.P.
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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
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
4,894,938 shares of Common Stock issuable upon
conversion of 4.50% Convertible Senior Notes due 2021
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
4,894,938 shares of Common Stock
issuable upon conversion of 4.50% Convertible Senior Notes due 2021
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,894,938 shares of Common Stock
issuable upon conversion of 4.50% Convertible Senior Notes due 2021
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
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12
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TYPE OF REPORTING PERSON
IA; PN
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CUSIP No.
45253H101
|
13G
|
Page
7
of 14 Pages
|
1
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NAME OF REPORTING PERSON
Patrick G. G. Dear
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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
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
4,894,938 shares of Common Stock issuable upon
conversion of 4.50% Convertible Senior Notes due 2021
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
4,894,938 shares of Common Stock
issuable upon conversion of 4.50% Convertible Senior Notes due 2021
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,894,938 shares of Common Stock
issuable upon conversion of 4.50% Convertible Senior Notes due 2021
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
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|
CUSIP No.
45253H101
|
13G
|
Page
8
of 14 Pages
|
1
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NAME OF REPORTING PERSON
Reade E. Griffith
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
4,894,938 shares of Common Stock issuable upon
conversion of 4.50% Convertible Senior Notes due 2021
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
4,894,938 shares of Common Stock
issuable upon conversion of 4.50% Convertible Senior Notes due 2021
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,894,938 shares of Common Stock
issuable upon conversion of 4.50% Convertible Senior Notes due 2021
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
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CUSIP No.
45253H101
|
13G
|
Page
9
of 14 Pages
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Item 1.
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(a) NAME OF ISSUER
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ImmunoGen, Inc. (the "
Issuer
").
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(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
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830 Winter Street
Waltham, MA 02451
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Item 2.
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(a) NAME OF PERSON FILING
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(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
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(c) CITIZENSHIP
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This Schedule 13G is filed on behalf of the following persons and
entities (collectively, the "
Reporting Persons
").
Polygon Convertible Opportunity Master Fund (the "
Master
Fund
")
P.O. Box 309
Ugland House
Grand Cayman, E9 KY1-1104
Citizenship: Cayman Islands
Polygon Management Ltd. (the "
General Partner
")
P.O. Box 309
Ugland House
Grand Cayman, E9 KY1-1104
Citizenship: Cayman Islands
Polygon Global Partners LP (the "
US Investment Manager
")
399 Park Avenue
22nd Floor
New York, NY 10022
Citizenship: Delaware
Polygon Global Partners LLP (the "
UK Investment Manager
")
4 Sloane Terrace
London, X0 SW1X9DQ
United Kingdom
Citizenship: United Kingdom
TFG Asset Management L.P. (the "
Manager
")
PO Box 309
Ugland House
Grand Cayman, E9 KY1-1104
Citizenship: Cayman Islands
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|
Patrick G. G. Dear ("
Mr. Dear
")
c/o Polygon Global Partners LLP
4 Sloane Terrace
London, X0 SW1X9DQ
United Kingdom
Citizenship: United Kingdom
|
CUSIP No.
45253H101
|
13G
|
Page
10
of 14 Pages
|
|
Reade E. Griffith ("
Mr. Griffith
")
c/o Polygon Global Partners LLP
4 Sloane Terrace
London, X0 SW1X9DQ
United Kingdom
Citizenship: United Kingdom
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Item 2(d).
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TITLE OF CLASS OF SECURITIES
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Common Stock
, $0.01 par value (the "
Common Stock
")
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Item 2(e).
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CUSIP NUMBER
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45253H101
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Item 3.
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IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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(a)
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¨
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Broker or dealer registered under Section 15 of the Act;
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(b)
|
¨
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Bank as defined in Section 3(a)(6) of the Act;
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(c)
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¨
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Insurance company as defined in Section 3(a)(19) of the Act;
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(d)
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¨
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Investment company registered under Section 8 of the Investment Company Act of 1940;
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(e)
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¨
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
|
¨
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An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
|
¨
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A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act;
|
|
(i)
|
¨
|
A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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¨
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A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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¨
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please
specify the type of institution: ____________________________
|
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|
CUSIP No.
45253H101
|
13G
|
Page
11
of 14 Pages
|
Item 4
.
|
OWNERSHIP
|
|
|
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The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
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The percentages used in this Schedule 13G are calculated based upon 89,348,389 shares of Common Stock outstanding as of March 31, 2017, as reported in the Company's Prospectus filed pursuant to Rule 424(b)(5) filed with the Securities and Exchange Commission on May 11, 2017 and assumes the conversion of the 4.50% Convertible Senior Notes due 2021 held by the Master Fund.
|
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All of the 4.50% Convertible Senior Notes due 2021 are directly held by the Master Fund. The Manager, the US Investment Manager, the UK Investment Manager and the General Partner have voting and dispositive power over the securities held by the Master Fund. Messrs. Dear and Griffith control the Manager, the US Investment Manager, the UK Investment Manager and the General Partner. The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Sections 13 of the Securities Exchange Act of 1934, the beneficial owner of the shares of Common Stock reported herein.
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
|
|
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|
Not applicable.
|
|
|
Item 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
|
|
|
|
Not applicable.
|
|
|
|
|
Item 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
|
|
|
|
Not applicable.
|
|
|
|
|
Item 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
|
|
|
|
Not applicable.
|
|
|
|
|
Item 9.
|
NOTICE OF DISSOLUTION OF GROUP
|
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Not applicable.
|
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|
CUSIP No.
45253H101
|
13G
|
Page
12
of 14 Pages
|
Item 10.
|
CERTIFICATION
|
|
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|
By signing below each of the undersigned certifies that, to the best of such person’s 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.
|
|
|
CUSIP No.
45253H101
|
13G
|
Page
13
of 14 Pages
|
SIGNATURES
After reasonable
inquiry and to the best of my knowledge and belief, each of the undersigned hereby certifies that the information set forth in
this statement is true, complete and correct.
DATE: August 7, 2017
|
|
POLYGON CONVERTIBLE OPPORTUNITY MASTER FUND
|
|
|
|
/s/ Michael Humphries
|
|
Name: Michael Humphries
|
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Title: Director
|
|
|
|
POLYGON MANAGEMENT LTD.
|
|
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|
/s/ Reade E. Griffith
|
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Name: Reade E. Griffith
|
|
Title: Authorized Person
|
|
|
|
POLYGON GLOBAL PARTNERS LP
|
|
|
|
/s/ Reade E. Griffith
|
|
Name: Reade E. Griffith
|
|
Title: Principal
|
|
|
|
POLYGON GLOBAL PARTNERS LLP
|
|
|
|
/s/ Reade E. Griffith
|
|
Name: Reade E. Griffith
|
|
Title: Principal
|
|
|
|
TFG ASSET MANAGEMENT L.P.
|
|
By: Polygon Management Ltd., its general partner
|
|
|
|
/s/ Reade E. Griffith
|
|
Name: Reade E. Griffith
|
|
Title: Authorized Person
|
|
|
|
/s/ Patrick G. G. Dear
|
|
Patrick G. G. Dear
|
|
|
|
/s/ Reade E. Griffith
|
|
Reade E. Griffith
|
|
|
|
CUSIP No.
45253H101
|
13G
|
Page
14
of 14 Pages
|
Exhibit 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that
the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this
statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for
the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
DATE: August 7, 2017
|
|
POLYGON CONVERTIBLE OPPORTUNITY MASTER FUND
|
|
|
|
/s/ Michael Humphries
|
|
Name: Michael Humphries
|
|
Title: Director
|
|
|
|
POLYGON MANAGEMENT LTD.
|
|
|
|
/s/ Reade E. Griffith
|
|
Name: Reade E. Griffith
|
|
Title: Authorized Person
|
|
|
|
POLYGON GLOBAL PARTNERS LP
|
|
|
|
/s/ Reade E. Griffith
|
|
Name: Reade E. Griffith
|
|
Title: Principal
|
|
|
|
POLYGON GLOBAL PARTNERS LLP
|
|
|
|
/s/ Reade E. Griffith
|
|
Name: Reade E. Griffith
|
|
Title: Principal
|
|
|
|
TFG ASSET MANAGEMENT L.P.
|
|
By: Polygon Management Ltd., its general partner
|
|
|
|
/s/ Reade E. Griffith
|
|
Name: Reade E. Griffith
|
|
Title: Authorized Person
|
|
|
|
/s/ Patrick G. G. Dear
|
|
Patrick G. G. Dear
|
|
|
|
/s/ Reade E. Griffith
|
|
Reade E. Griffith
|
|
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