Amended Statement of Ownership (sc 13g/a)
February 15 2017 - 7:09AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. 5)
*
Lipocine Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per
share
(Title of Class of Securities)
53630X104
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
*
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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 disclosures provided in a prior cover page.
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**
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This Schedule is being filed pursuant to Rule 13d-1(b) with respect to Visium Asset Management,
LP, JG Asset, LLC and Jacob Gottlieb, and pursuant to Rule 13d-1(c) with respect to certain advisory clients of Visium Asset Management,
LP.
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The information required on 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. 53630X104
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Page 2 of 11 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (Entities Only)
Visium Asset
Management, 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
United
States
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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
None
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6
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SHARED VOTING POWER
0 (See Item
4)
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7
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SOLE DISPOSITIVE POWER
None
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8
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SHARED DISPOSITIVE POWER
0 (See Item
4)
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9
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
0 (See Item
4)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
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☐
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
0%
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12
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TYPE OF REPORTING PERSON*
IA, PN
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CUSIP No. 53630X104
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Page 3 of 11 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(Entities Only)
JG Asset, 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
United States
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
None
|
|
6
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SHARED VOTING POWER
0 (See Item 4)
|
|
7
|
SOLE DISPOSITIVE POWER
None
|
|
8
|
SHARED DISPOSITIVE POWER
0 (See Item 4)
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
0 (See Item 4)
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES*
Not Applicable
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0%
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12
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TYPE OF REPORTING PERSON*
HC, OO
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CUSIP No. 53630X104
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Page 4 of 11 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(Entities Only)
Jacob Gottlieb
|
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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
United States
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
None
|
|
6
|
SHARED VOTING POWER
0 (See Item 4)
|
|
7
|
SOLE DISPOSITIVE POWER
None
|
|
8
|
SHARED DISPOSITIVE POWER
0 (See Item 4)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
0 (See Item 4)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not
Applicable
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0%
|
|
12
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TYPE OF REPORTING PERSON*
HC, IN
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CUSIP
No. 53630X104
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Page
5 of 11 Pages
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Item 1
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(a)
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Name
of Issuer
:
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Lipocine Inc.
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(b)
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Address
of Issuer’s Principal Executive Offices
:
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675
Arapeen Drive, Suite 202
Salt
Lake City, UT 84108
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Item 2
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(a)
– (c)
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This
statement is filed on behalf of the following:
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(1)
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Visium
Asset Management, LP, a Delaware limited partnership (“VAM”), with its principal
business office c/o Visium Asset Management, LP, 888 Seventh Avenue, New York, NY 10019.
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(2)
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JG
Asset, LLC, a Delaware limited liability company (“JG Asset”), with its principal
business office c/o Visium Asset Management, LP, 888 Seventh Avenue, New York, NY 10019.
JG Asset is the General Partner of VAM.
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(3)
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Jacob
Gottlieb (“Gottlieb”), a natural person, with his principal business office
c/o Visium Asset Management, LP, 888 Seventh Avenue, New York, NY 10019. Gottlieb is
the Managing Member of JG Asset.
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(d)
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Title
of Class of Securities
:
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Common
Stock, par value $0.0001 per share
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(e)
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CUSIP
Number
:
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53630X104
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CUSIP
No. 53630X104
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Page
6 of 11 Pages
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Item
3
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If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether
the person filing is 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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☐
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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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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☐
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Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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☒
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);*
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☐
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An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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☒
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A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);*
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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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☐
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A
church plan that is excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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☐
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Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
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*
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VAM
is an “investment adviser” as described above and JG Asset and Gottlieb are
each a “parent holding company or control person” as described above.
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VBMF
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(a)
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Amount
Beneficially Owned
:
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(c)
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Number
of Shares as to which person has
:
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(i)
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sole
power to vote or to direct vote:
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CUSIP
No. 53630X104
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Page
7 of 11 Pages
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(ii)
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shared
power to vote or to direct vote:
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(iii)
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sole
power to dispose or direct disposition of:
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(iv)
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shared
power to dispose or to direct disposition of:
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VAM
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(a)
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Amount
Beneficially Owned
:
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By
virtue of its position as investment manager to pooled investment vehicles, VAM may be
deemed to beneficially own 0 shares of the Company’s Common Stock beneficially
owned by the pooled investment vehicle.
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(c)
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Number
of Shares as to which person has
:
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(i)
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sole
power to vote or to direct vote:
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(ii)
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shared
power to vote or to direct vote:
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(iv)
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sole
power to dispose or direct disposition of:
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(iv)
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shared
power to dispose or to direct disposition of:
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CUSIP
No. 53630X104
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Page
8 of 11 Pages
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JG
Asset
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(a)
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Amount
Beneficially Owned
:
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By
virtue of its position as General Partner to VAM, JG Asset may be deemed to beneficially
own 0 shares of the Company’s Common Stock beneficially owned by VAM.
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(c)
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Number
of Shares as to which person has
:
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(i)
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sole
power to vote or to direct vote:
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(ii)
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shared
power to vote or to direct vote:
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(iii)
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sole
power to dispose or direct disposition of:
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(iv)
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shared
power to dispose or to direct disposition of:
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Gottlieb
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(a)
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Amount
Beneficially Owned
:
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By
virtue of his position as the Managing Member of JG Asset, Gottlieb may be deemed to
beneficially own 0 shares of the Company’s Common Stock beneficially owned by JG
Asset.
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CUSIP
No. 53630X104
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Page
9 of 11 Pages
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(c)
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Number
of Shares as to which person has
:
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(i)
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sole
power to vote or to direct vote:
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(ii)
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shared
power to vote or to direct vote:
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(iii)
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sole
power to dispose or direct disposition of:
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(iv)
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shared
power to dispose or to direct disposition of:
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VAM,
JG Asset and Gottlieb disclaim beneficial ownership as to the Securities, except to the extent of his or its pecuniary interests
therein. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any
of the other individual officers and members of VBMF, VAM or JG Asset is, for any purpose, the beneficial owner of any of the
Securities.
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Item
5
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Ownership
of Five Percent or Less of a Class
:
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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.
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Item
6
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Ownership
of More than Five Percent on Behalf of Another Person
:
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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
:
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Item
8
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Identification
and Classification of Members of the Group
:
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Item
9
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Notice
of Dissolution of Group
:
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CUSIP No. 53630X104
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Page 10 of 11 Pages
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Item 10
Certification
:
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.
Date:
February
14, 2017
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VISIUM ASSET MANAGEMENT, LP
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By:
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JG Asset, LLC, its General Partner
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By:
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/s/ Mark Gottlieb
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Mark Gottlieb
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Authorized Signatory
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JG ASSET, LLC
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By:
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/s/ Mark Gottlieb
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Mark Gottlieb
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Authorized Signatory
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JACOB GOTTLIEB
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By:
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/s/ Mark Gottlieb
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Mark Gottlieb
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Authorized Signatory
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CUSIP No. 53630X104
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Page 11 of 11 Pages
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G dated
February 14, 2017 relating to the Common Stock, par value $0.0001 per share of Lipocine Inc. shall be filed on behalf of the undersigned.
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VISIUM ASSET MANAGEMENT, LP
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By:
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JG Asset, LLC, its General Partner
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By:
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/s/ Mark Gottlieb
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Mark Gottlieb
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Authorized Signatory
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JG ASSET, LLC
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By:
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/s/ Mark Gottlieb
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Mark Gottlieb
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Authorized Signatory
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JACOB GOTTLIEB
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By:
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/s/ Mark Gottlieb
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Mark Gottlieb
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Authorized Signatory
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