Amended Statement of Ownership (sc 13g/a)
February 14 2018 - 11:20AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 1)*
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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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December
31, 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 13G 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 5 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. 45253H1017
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13G/A
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Page
2
of 5 Pages
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1
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NAMES OF REPORTING PERSONS
Highbridge Capital Management, LLC
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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
State of Delaware
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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
130,363 shares of Common Stock (including 20,500 shares
of Common Stock issuable upon exercise of call options)
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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
130,363 shares of Common Stock (including 20,500 shares
of Common Stock issuable upon exercise of call options)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,363 shares of Common Stock (including 20,500 shares
of Common Stock issuable upon exercise of call options)
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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)
0.10%
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12
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TYPE OF REPORTING PERSON
IA, OO
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CUSIP No. 45253H1017
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13G/A
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Page
3
of 5 Pages
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This Amendment No. 1 (this "
Amendment No. 1
") amends
the statement on Schedule 13G filed with the Securities and Exchange Commission (the "
SEC
") on April 24, 2017
(the "
Original Schedule 13G
"), with respect to the shares of Common Stock, par value $0.01 per share (the "
Common
Stock
"), of ImmunoGen, Inc., a Massachusetts corporation (the "
Company
"). Capitalized terms used herein
and not otherwise defined have the meanings set forth in the Original Schedule 13G. This Amendment No. 1 amends and restates Items
4 and 5 in their entirety as set forth below.
Item 4.
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OWNERSHIP
.
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(a) Amount
beneficially owned:
As of December 31, 2017, Highbridge Capital Management,
LLC, as the trading manager of 1992 MSF International Ltd. (formerly known as Highbridge International LLC) and STAR L.P. (collectively,
the "
Highbridge Funds
"), may be deemed to be the beneficial owner of the 130,363 shares of Common Stock (including
20,500 shares of Common Stock issuable upon exercise of call options) held by the Highbridge Funds.
(b) Percent
of class:
The percentages
used herein and in the rest of this Schedule 13G/A are calculated based upon
132,250,680
shares
of Common Stock issued and outstanding as of October 31, 2017, as reported in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2017, filed with the Securities and Exchange Commission on November 9, 2017. Therefore, as
of December 31, 2017, based on the Company's outstanding shares of Common Stock, Highbridge Capital Management, LLC may be deemed
to beneficially own approximately 0.10% of the outstanding shares of Common Stock of the Company.
The foregoing should not be
construed in and of itself as an admission by the Reporting Person as to beneficial ownership of the shares of Common Stock (including
the shares of Common Stock issuable upon exercise of call options) held by the Highbridge Funds.
(c) Number of
shares as to which such person has:
(i) Sole
power to vote or to direct the vote
0
(ii) Shared
power to vote or to direct the vote
See Item 4(a)
(iii) Sole
power to dispose or to direct the disposition of
0
(iv) Shared
power to dispose or to direct
the disposition of
See Item 4(a)
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CUSIP No. 45253H1017
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13G/A
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Page
4
of 5 Pages
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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:
ý
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CUSIP No. 45253H1017
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13G/A
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Page
5
of 5 Pages
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SIGNATURES
After reasonable
inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement
is true, complete and correct.
DATED: February 14, 2018
HIGHBRIDGE CAPITAL MANAGEMENT, LLC
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By:
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/s/ John Oliva
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Name:
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John Oliva
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Title:
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Managing Director
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