Statement of Ownership (sc 13g)
September 06 2019 - 6:01AM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(RULE 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. )*
Information to be included in statements filed
pursuant to Rule 13d-1 (b) (c) and (d) and Amendments
thereto
filed pursuant to Rule 13d-2 (b).
Durect Corporation
(Name of Issuer)
Common Shares
(Title of Class of Securities)
266605104
(CUSIP Number)
September 1, 2019
(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)
☑ Rule
13d-1 (c)
☐ Rule
13d-1 (d)
*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).
SCHEDULE 13G
Issuer: Durect Corporation CUSIP No.: 266605104
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1
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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Bleichroeder LP
Tax ID # 84-2006600
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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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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER - 26,476,546
6 SHARED VOTING POWER - 0
7 SOLE DISPOSITIVE POWER - 26,476,546
8 SHARED DISPOSITIVE POWER - 0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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26,476,546
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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N/A
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
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13.79%
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12
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TYPE OF REPORTING PERSON
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IA
SCHEDULE 13G
Issuer: Durect Corporation CUSIP No.: 266605104
ITEM 1
(a) Name of Issuer:
Durect Corporation
(b) Address of Issuer's Principal
Executive Offices:
10240 Bubb Road
Cupertino, CA 95014
ITEM 2
(a) Name of Person Filing: Bleichroeder
LP
(b) Address of Principal Business
Office:
1345 Avenue of the Americas, 47th Floor
New York, NY 10105
(c) Citizenship: Delaware, USA
(Place of Incorporation)
(d) Title of Class of Securities:
Common Shares
(e) CUSIP Number: 266605104
SCHEDULE 13G
Issuer: Durect Corporation CUSIP No.: 266605104
ITEM 3
If this statement is filed pursuant to Sections 240. 13d-1(b), or 240.13d-2(b)
or (c), check whether the person filing is a:
(a)
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☐
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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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☐
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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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☐
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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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☐
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Investment company registered under Section 8 of the Investment Company Act if 1940 (15 U.S.C. 80a-8);
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(e)
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☑
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An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with Section 240.13d-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 Section 240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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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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☐
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A church plan that is excluded from the definition of an insurance 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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☐
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Group, in accordance with section 240.13d-1 (b)(1)(ii)(J).
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SCHEDULE 13G
Issuer: Durect Corporation CUSIP No.: 266605104
N/A
ITEM 5. Ownership of Five Percent or Less
of a Class.
N/A
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT
ON BEHALF OF ANOTHER PERSON
Bleichroeder LP (Bleichroeder), an investment adviser registered under Section
203 of the Investment Advisers Act of 1940, is deemed to be the beneficial owner of 26,476,546 shares, or 13.79% of the common
stock believed to be outstanding, as a result of acting as investment advisor to various clients. Clients of Bleichroeder have
the right to receive and the ultimate power to direct the receipt of dividends from, or the proceeds of the sale of, such securities.
21 April Fund, Ltd. ("21 April"),a Cayman Islands company for which Bleichroeder acts as investment adviser, may be deemed
to beneficially own 16,067,709 of these 26,476,546 shares, which equates to 8.37% of the Common Stock.Additionally, Bleichroeder
disclaims beneficial ownership in 45,000 shares reported by Bleichroeder which are held in separate accounts managed by Michael
M. Kellen in his individual capacity.
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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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N/A
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ITEM 8.
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Identification and Classification of Members of the Group.
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N/A
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ITEM 9.
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Notice of Dissolution of Group
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N/A
SCHEDULE 13G
Issuer: Durect Corporation CUSIP No.: 266605104
ITEM 10. Certification
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 such 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.
Date:
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September 5, 2019
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Signature:
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/s/ Michael M. Kellen
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Name/Title:
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Michael M. Kellen, Chairman And CO-CEO
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