Amended Statement of Ownership (sc 13g/a)
February 14 2018 - 9:23AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934 (Amendment No. 8)*
La
Jolla Pharm
a
ceutical Company
(Name
of Issuer)
C
o
mmon
St
o
ck,
$
0
.00
0
1
par va
l
u
e per share
(Title
of Class of Securities)
5
0
34
5
96
0
4
(CUSIP
Number)
December
31, 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:
[ ]
Rule 13d-1(b)
[X]
Rule 13d-1(c)
[ ]
Rule 13d-1(d)
*T
h
e
remai
n
der of
t
h
is
cover
p
age s
h
all
be f
i
lled o
u
t
for a r
e
p
o
r
t
ing
p
erson's i
n
itial
fili
n
g on t
h
is
form wi
t
h respect to t
h
e
subject class of securities, and for any
s
u
bsequent
amendment containing information which w
o
u
ld
alter
t
h
e
discl
o
s
u
res
pr
o
v
i
d
ed
in a
p
r
i
o
r
co
v
er 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).
1.
|
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
R
TW
Inve
s
t
m
ents,
LP
|
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP(
see
instructions
)
(a)
[ ]
(b)
[X]
|
|
|
|
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
|
|
|
|
|
|
0
|
|
|
|
6.
|
|
SHARED VOTING POWER
|
|
|
|
|
|
1,326,199*
|
|
|
|
7.
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
8.
|
|
SHARED DISPOSITIVE
POWER
|
|
|
|
|
|
1,326,199*
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
1,326,199*
|
|
|
|
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)
|
|
|
|
|
|
5.99%*
|
|
|
|
12.
|
|
TYPE OF REPORTING
PERSON (
see instructions
)
|
|
|
|
|
|
PN, O
O
,
I
A
|
1.
|
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
R
TW
M
a
s
t
e
r
F
u
nd
,
Ltd.
|
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP(
see
instructions
)
(a)
[ ]
(b)
[X]
|
|
|
|
3.
|
|
SEC
USE ONLY
|
|
|
|
4.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
C
a
yma
n
Is
lan
d
s
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
|
|
SOLE VOTING POWER
|
|
|
|
|
|
0
|
|
|
|
6.
|
|
SHARED VOTING POWER
|
|
|
|
|
|
1,256,905*
|
|
|
|
7.
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
8.
|
|
SHARED DISPOSITIVE
POWER
|
|
|
|
|
|
1,256,905*
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
1,256,905*
|
|
|
|
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)
|
|
|
|
|
|
5.68%*
|
|
|
|
12.
|
|
TYPE OF REPORTING
PERSON (
see instructions
)
|
|
|
|
|
|
CO
|
1.
|
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
R
oderick
W
o
n
g
|
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP(
see
instructions
)
(a)
[ ]
(b)
[X]
|
|
|
|
3.
|
|
SEC
USE ONLY
|
|
|
|
4.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
|
|
SOLE VOTING POWER
|
|
|
|
|
|
0
|
|
|
|
6.
|
|
SHARED VOTING POWER
|
|
|
|
|
|
1,326,199*
|
|
|
|
7.
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
8.
|
|
SHARED DISPOSITIVE
POWER
|
|
|
|
|
|
1,326,199*
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
1,326,199*
|
|
|
|
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)
|
|
|
|
|
|
5.99%
|
|
|
|
12.
|
|
TYPE OF REPORTING
PERSON (
see instructions
)
|
|
|
|
|
|
IN,HC
|
I
t
e
m
1.
|
(a
).
|
Na
m
e
o
f Is
s
u
er:
La
Jolla Pharmaceutical Company
|
|
(
b)
.
|
A
d
d
r
ess
of is
s
u
e
r
’s
principal executive o
f
fices:
|
|
|
10182
Telesis Court, 6
th
Floor
|
|
|
San
Diego, California 9
2
121
|
I
t
em
2.
|
(a).
|
Name
of
p
erson fili
n
g:
|
|
|
R
TW
In
v
e
s
t
me
n
t
s
,
LP
|
|
|
R
TW
Mas
t
e
r
F
u
nd
,
Ltd.
|
|
|
R
oderick
W
o
n
g
|
|
(
b
).
|
A
d
d
r
ess
o
r pr
i
n
cipal
b
u
siness o
f
fice
o
r
, if
n
one, reside
n
ce:
|
|
|
R
TW
In
v
e
s
t
me
n
t
s
,
LP
2
50
W
est 5
5
th Street,
1
6
th
Floor
|
|
|
S
u
ite
A
|
|
|
New
Y
or
k
,
N
e
w
Y
o
r
k
1
0
01
9
|
|
|
R
TW
Mas
t
e
r
F
u
nd
,
Ltd.
|
|
|
c/o
Intertrust Corporate Services (Cayman) Limited
|
|
|
190
Elgin Avenue, George Town
Grand
Cayman KY1-9001, Cayman Islands
|
|
|
Grand
Cayman KY1-9001, Cayman Islands
|
|
|
|
|
|
R
oder
i
ck
W
o
n
g
|
|
|
c
/
o
R
TW I
n
vestme
n
ts,
LP
2
50
W
est 5
5
th Street,
1
6
th
Floor
|
|
|
S
u
ite
A
|
|
|
New
Y
or
k
,
N
e
w
Y
o
r
k
1
0
01
9
|
|
(c).
|
C
itize
n
ship:
|
|
|
R
TW
In
v
e
s
t
me
n
t
s
,
LP
–
Dela
wa
re
|
|
|
R
TW
Mas
t
er F
u
nd, Ltd. – Cayman Islan
d
s
|
|
|
Roderick
W
o
ng – United States of America
|
|
(d).
|
T
itle
of c
l
ass of securities:
|
|
|
C
o
mm
o
n
S
t
ock,
$
0
.00
0
1
par
v
a
l
u
e
per share
|
|
(e).
|
CUSIP
No.:
|
|
|
5
03
4
59
6
04
|
I
t
em
3.
|
If
T
h
is Sta
t
ement
i
s
f
i
led p
u
rsuant
t
o
§§.2
4
0.13
d
-
1
(
b
)
or 24
0
.
1
3d-2(
b
)
,
o
r (c), check w
h
ether the pers
o
n
fil
i
ng is a
|
N/A
I
t
e
m
4
.
|
O
w
ne
r
s
h
i
p.
|
Pr
o
v
i
d
e
t
h
e f
o
l
l
ow
i
ng
i
n
for
m
a
t
ion
regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
(a)
|
A
m
o
u
n
t
b
e
n
e
fici
a
l
ly
o
wn
e
d
:
|
|
|
|
|
|
R
TW
Investments, LP – 1,326,199*
|
|
|
R
TW
Master Fu
n
d
, Lt
d
.
– 1,256,905*
|
|
|
Roderick
W
ong – 1,326,199*
|
|
(b)
|
Per
c
e
n
t
o
f
c
l
a
ss:
|
|
|
R
TW
Investments, LP –
5.99
%*
|
|
|
R
TW
Master Fu
n
d
, Lt
d
.
–
5.68
%*
|
|
|
Roderick
W
ong –
5.99
%*
|
|
(c)
|
Number
of shares as to which t
h
e p
e
rs
o
n
ha
s:
|
|
|
(i)
|
So
l
e
p
o
wer to v
o
te
o
r to direct
t
h
e
vote
|
|
|
|
|
|
|
|
R
TW
Investments, LP – 0
|
|
|
|
R
TW
M
a
ster Fund, Ltd. – 0
|
|
|
|
Roderick
W
ong – 0
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
|
|
|
|
|
|
R
TW
Investments, LP – 1,326,199*
|
|
|
|
R
TW
Master Fu
n
d
, Lt
d
.
– 1,256,905*
|
|
|
|
Roderick
W
ong – 1,326,199*
|
|
|
(iii)
|
So
l
e
power to dispose or to direct the disposit
i
on of
|
|
|
|
|
|
|
|
R
TW
Investments, LP – 0
|
|
|
|
R
TW
M
a
ster Fund, Ltd. – 0
|
|
|
|
Roderick
W
ong – 0
|
|
|
(iv)
|
Shared
power to dispose or
t
o direct the d
i
sposition
of
|
|
|
|
|
|
|
|
R
TW
Investments, LP – 1,326,199*
|
|
|
|
R
TW
Master Fu
n
d
, Lt
d
.
– 1,256,905*
|
|
|
|
Roderick
W
ong – 1,326,199*
|
*
The shares of common stock, $.01 par value (the "Shares"), of La Jolla Pharmaceutical Company (the "Company"),
reported herein are held by RTW Master Fund, Ltd. and one or more other funds (together the “Funds”) which are managed
by RTW Investments, LP (the "Adviser"). The Adviser, in its capacity as the investment manager of the Funds, has the
power to vote and the power to direct the disposition of all Shares held by the Funds. Accordingly, for the purposes of Reg. Section
240.13d-3, the Adviser may be deemed to beneficially own an aggregate of 1,326,199 Shares, or 5.99% of the Shares deemed issued
and outstanding as of October 20, 2017. Roderick Wong is the Managing Partner of the Adviser. The beneficial ownership percentage
reported herein is based on 22,145,243 voting Shares issued and outstanding as of October 20, 2017, as disclosed in the Company's
Quarterly Report for the quarter ended September 30, 2017, as filed with the Securities and Exchange Commission on October 26,
2017. This report shall not be deemed an admission that the Adviser, the Funds or any other person is the beneficial owner of
the securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other
purpose. Each of the reporting persons herein disclaims beneficial ownership of the Shares reported herein except to the extent
of the reporting person’s pecuniary interest therein.
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.
|
|
|
|
If
any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest
relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or
endowment fund is not required.
|
|
|
|
N/A
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company or Control Person.
|
|
If
a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under
Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
|
|
|
|
N/A
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
|
|
|
If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to
Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
|
|
|
|
N/A
|
Item
9.
|
Notice
of Dissolution of Group.
|
|
|
|
Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual
capacity. See Item 5.
|
|
|
|
N/A
|
Item
10.
|
Certific
a
tion.
|
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.
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.
Dated:
February 14, 2018
|
RTW
Investments, LP
|
|
|
|
|
By:
|
/s/
Roderick Wong
|
|
|
Roderick
Wong, Managing Partner
|
|
RTW
Master Fund, Ltd.
|
|
|
|
|
By:
|
/s/
Roderick Wong
|
|
|
Roderick
Wong, Director
|
|
Roderick
Wong
|
|
|
|
|
By:
|
/s/
Roderick Wong
|
|
|
Roderick
Wong, Individually
|
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 s.240.13d-7
for other parties for whom copies are to be
sent.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
La Jolla Pharmaceutical (NASDAQ:LJPC)
Historical Stock Chart
From Mar 2024 to Apr 2024
La Jolla Pharmaceutical (NASDAQ:LJPC)
Historical Stock Chart
From Apr 2023 to Apr 2024