Amended Statement of Ownership (sc 13g/a)
January 31 2019 - 6:14AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
(Amendment No. 2)
Under
the Securities Exchange Act of 1934
Repligen
Corporation
(Name
of Issuer)
Common
Stock, $.01 par value per share
(Title
of Class of Securities)
759916109
(CUSIP
Number)
December
31, 2018
(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 not be subject to all other provisions of the Act (however, see the Notes).
CUSIP
NO. 759916109
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Page
2 of 5 Pages
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1.
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NAMES
OF REPORTING PERSON.
Roy
T. Eddleman
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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
USA
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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
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4,258,864
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6.
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SHARED
VOTING POWER
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-
0 -
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7.
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SOLE
DISPOSITIVE POWER
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4,258,864
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8.
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SHARED
DISPOSITIVE POWER
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-
0 -
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
4,258,864
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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)
9.7%
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12.
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TYPE
OF REPORTING PERSON
IN
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CUSIP NO. 759916109
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Page
3 of 5 Pages
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Item
1(a). Name of issuer:
Repligen Corporation.
Item
1(b). Address of issuer’s principal executive offices:
41 Seyon Street, Waltham, Massachusetts 02453
Item
2(a). Name of person filing:
Roy T. Eddleman
Item
2(b). Address of principal business office, or, if none, residence:
c/o TroyGould PC, 1801 Century Park East, 16th Floor,
Los Angeles, California 90067, Attention: Istvan Benko.
Item
2(c). Citizenship:
United States.
Item
2(d). Title of class of securities:
Common stock, $.01 par value per share, of the Issuer.
Item
2(e). CUSIP No.:
759916109
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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), check whether the person
filing is a:
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(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 of 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 §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 §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 §240.13d–1(b)(1)(ii)(G);
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(h)
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☐
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A savings association 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 investment 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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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
and
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(k)
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☐
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Group, in accordance with §240.13d–1(b)(1)(ii)(K).
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If
filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution.
CUSIP
NO. 759916109
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Page
4 of 5 Pages
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The
shares of common stock beneficially owned by the reporting person also include 339,000 and 658,000 shares, respectively, held
in separate charitable remainder unitrusts of which the reporting person is the sole trustee, and as such has investment and voting
control over such shares, and a lifetime beneficiary. The reporting person disclaims beneficial ownership of the unitrusts’
shares except to the extent of his pecuniary interest therein.
The
percentage ownership information is calculated based upon 43,859,319 shares of common stock of the Issuer issued and outstanding
as of October 29, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on November 1, 2018.
(a) See
Item 9 of the cover page.
(b) See
Item 9 of the cover page.
(c) Number
of shares as to which the reporting person has:
(i) Sole power to vote or direct the vote: See Item 5 of the cover page.
(ii) Shared power to vote or direct the vote: See Item 6 of the cover page.
(iii) Sole power to dispose or direct the disposition: See Item 7 of the cover page.
(iv) Shared power to dispose or direct the disposition: See Item 8 of the cover page.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
If this Schedule
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 [ ].
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
Not
Applicable.
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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.
Not
Applicable.
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Item
8.
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Identification
and Classification of Members of the Group.
Not
Applicable.
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Item
9.
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Notice
of Dissolution of Group.
Not Applicable.
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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, other than
activities solely in connection with a nomination under § 240.14a-11.
CUSIP NO. 759916109
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Page
5 of 5 Pages
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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.
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Dated:
January 30, 2019
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/S/
Roy T. Eddleman
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Roy
T. Eddleman
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