Statement of Changes in Beneficial Ownership (4)

Date : 12/13/2018 @ 9:04PM
Source : Edgar (US Regulatory)
Stock : Keryx Biopharmaceuticals, Inc. (delisted) (KERX)
Quote : 3.36  0.0 (0.00%) @ 1:00AM

Statement of Changes in Beneficial Ownership (4)

FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BAUPOST GROUP LLC/MA
2. Issuer Name and Ticker or Trading Symbol

KERYX BIOPHARMACEUTICALS INC [ KERX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

10 ST. JAMES AVENUE, SUITE 1700
3. Date of Earliest Transaction (MM/DD/YYYY)

12/11/2018
(Street)

BOSTON, MA 02116
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   12/11/2018     A    35582335   A $4.63   61374013   I   See footnote 1 and 2   (1) (2)
Common Stock   12/11/2018     A    4000000   A   (3) 65374013   I   See footnote 1 and 2   (1) (2)
Common Stock   12/12/2018     D    65374013   D   (4) 0   I   See footnote 1 and 2   (1) (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Zero Coupon Senior Convertible Notes due 2021   $4.63   12/11/2018     M         $164746000    5/9/2018   10/15/2021   Common Stock   35582335   (3)   (3) 0   I   See footnote 1 and 2   (1) (2)

Explanation of Responses:
(1)  This statement on Form 4 is being jointly filed by The Baupost Group, L.L.C. ("Baupost"), Baupost Group GP, LLC ("Baupost GP") and Seth A. Klarman ("Mr. Klarman") (collectively, the "Reporting Persons"). Baupost is a registered investment adviser. The principal business of Baupost is to act as an investment adviser to various private investment limited partnerships. Baupost GP, as the manager of Baupost, and Mr. Klarman, as the sole managing member of Baupost GP and a controlling person of Baupost, may be deemed to have beneficial ownership under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of the securities beneficially owned by Baupost. Securities reported on this Form 4 as being beneficially owned by Baupost were purchased on behalf of certain of such partnerships.
(2)  (Continued from footnote 1) The Reporting Persons disclaim beneficial ownership of the securities indicated except to the extent of their pecuniary interest therein, and the reporting herein of such securities shall not be construed as an admission that the Reporting Persons are the beneficial owners thereof for purposes of Section 16 of the Exchange Act or for any other purpose.
(3)  Pursuant to the terms of the Notes Conversion Agreement, dated as of June 28, 2018, by and among Keryx Biopharmaceuticals, Inc., Baupost Group Securities, L.L.C. and, with respect to certain sections only, Akebia Therapeutics, Inc., Baupost Group Securities, L.L.C. agreed to convert its Zero Coupon Senior Convertible Notes due 2021 pursuant to the terms of the governing indenture in exchange for, among other things, the receipt of 4,000,000 share of Common Stock.
(4)  Pursuant to the terms of the Merger Agreement, dated as of June 28, 2018, by and among Keryx Biopharmaceuticals, Inc., Akebia Therapeutics, Inc. and Alpha Therapeutics Merger Sub Inc., upon the closing of the Merger specified therein, all shares of Common Stock held by the Reporting Persons (including all shares of Common Stock issued pursuant to the terms of the Notes Conversion Agreement) converted into common stock, par value $0.00001 per share, of Akebia Therapeutics, Inc.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BAUPOST GROUP LLC/MA
10 ST. JAMES AVENUE
SUITE 1700
BOSTON, MA 02116
X X

Baupost Group GP, L.L.C.
10 ST. JAMES AVENUE
SUITE 1700
BOSTON, MA 02116

X

KLARMAN SETH A
10 ST. JAMES AVENUE
SUITE 1700
BOSTON, MA 02116

X


Signatures
Seth A. Klarman 12/13/2018
** Signature of Reporting Person Date

Seth A. Klarman 12/13/2018
** Signature of Reporting Person Date

Seth A. Klarman 12/13/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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