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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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1. Name and Address of Reporting Person
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Riva Ridge Capital Management LP
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2. Date of Event Requiring Statement (MM/DD/YYYY)
5/10/2019
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3. Issuer Name
and
Ticker or Trading Symbol
Egalet Corp [ZCOR]
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(Last)
(First)
(Middle)
55 FIFTH STREET, SUITE 1808, NEW YORK
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
NEW YORK, NY 10003
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock, par value $0.001 per share
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1238661
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I
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See footnotes
(1)
(2)
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrants (right to buy)
(4)
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(4)
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(4)
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Common Stock
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555286
(5)
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(4)
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I
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See footnotes
(1)
(2)
(3)
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Explanation of Responses:
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(1)
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This Form 3 is being filed jointly by Riva Ridge Capital Management LP, a Delaware limited partnership ("RRCM"), Riva Ridge GP LLC, a Delaware limited liability company ("RRGP"), Stephen H. Golden ("Golden"), an individual, and James Shim ("Shim"), an individual (together, the "Reporting Persons"), with respect to certain securities of Egalet Corporation (the "Issuer"). Neither the filing of this Form 3 nor any statements herein shall be deemed an admission that the Reporting Persons are members of a group, within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to any equity securities of the Issuer.
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(2)
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RRCM is the investment adviser to certain investment funds and accounts, including Riva Ridge Master Fund, Ltd., a Cayman Islands exempted company (the "Master Fund"). The securities reported in this row are held directly by the Master Fund.
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(3)
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Each of RRCM, as the investment adviser to the Master Fund, and RRGP, as the general partner of RRCM, may be deemed a beneficial owner of the Issuer's securities held by the Master Fund. Each of Golden and Shim, as a managing member of RRGP with the power to exercise investment discretion, may be deemed a beneficial owner of the Issuer's securities held by the Master Fund. Each of the Reporting Persons disclaims beneficial ownership of any securities of the Issuer reported or referenced herein, for purposes of Section 16 of the Exchange Act or otherwise, except to the extent of such Reporting Person's pecuniary interest, if any, therein.
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(4)
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The Master Fund holds warrants (the "Warrants") to subscribe for and purchase from the Issuer up to 555,286 shares of the Issuer's common stock at an exercise price of $0.001 per share, subject to the terms and conditions of the Warrants. Subject to such terms and conditions, the Warrants are exercisable in whole or in part, at any time and from time to time. The Warrants do not have an expiration date.
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(5)
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The Warrants contain a term that prohibits the holder from exercising any Warrants to the extent that, after giving effect to the Issuer's issuance of common stock upon such exercise, the holder (together with its affiliates and other specified attribution parties) would beneficially own more than 9.99% of the Issuer's common stock outstanding immediately after giving effect to such issuance.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Riva Ridge Capital Management LP
55 FIFTH STREET, SUITE 1808
NEW YORK
NEW YORK, NY 10003
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X
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RIVA RIDGE GP LLC
55 FIFTH STREET, SUITE 1808
NEW YORK
NEW YORK, NY 10003
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X
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Golden Stephen H
55 FIFTH STREET, SUITE 1808
NEW YORK
NEW YORK, NY 10003
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X
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Shim James
55 FIFTH STREET, SUITE 1808
NEW YORK
NEW YORK, NY 10003
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X
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Signatures
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/s/ Stephen H. Golden
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5/20/2019
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**
Signature of Reporting Person
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Date
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/s/ Stephen H. Golden for Riva Ridge GP LLC
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5/20/2019
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Signature of Reporting Person
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Date
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/s/ Stephen H. Golden
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5/20/2019
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**
Signature of Reporting Person
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Date
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/s/ James Shim
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5/20/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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