Amended Statement of Beneficial Ownership (sc 13d/a)
November 24 2017 - 1:24PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
Recro Pharma, Inc.
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(Name of Issuer)
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Common Stock, $0.01 par value per share
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(Title of Class of Securities)
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Broadfin Capital, LLC
300 Park Avenue, 25
th
Floor
New York, New York 10022
Telephone - (212) 808-2460
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(Name, Address and Telephone Number of Person
Authorized to Receive
Notices and Communications)
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November 22, 2017
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(Date of Event Which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ _ ].
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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
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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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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).
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Broadfin Capital, 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)
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[_]
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(b)
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[x]
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4.
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SOURCE OF FUNDS
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AF, WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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8.
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SHARED VOTING POWER
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2,927,878
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARES DISPOSITIVE POWER
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[_]
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2,927,878
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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2,927,878
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES*
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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15.31%
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14.
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TYPE OF REPORTING PERSON
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OO, IA
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Broadfin Healthcare Master Fund, Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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[_]
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(b)
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[x]
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4.
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SOURCE OF FUNDS
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AF, WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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8.
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SHARED VOTING POWER
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2,927,878
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARES DISPOSITIVE POWER
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[_]
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2,927,878
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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2,927,878
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES*
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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15.31%
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14.
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TYPE OF REPORTING PERSON
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OO
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Kevin Kotler
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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[_]
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(b)
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[x]
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4.
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SOURCE OF FUNDS
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AF, WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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8.
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SHARED VOTING POWER
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2,927,878
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARES DISPOSITIVE POWER
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[_]
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2,927,878
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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2,927,878
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES*
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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15.31%
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14.
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TYPE OF REPORTING PERSON
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IN, HC
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Item 1.
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Security and Issuer.
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This statement on Schedule 13D (the "Schedule 13D") relates to the Common Stock, $.01 par value per share (the "Common Stock"), of Recro Pharma, Inc., a Pennsylvania corporation with its principal executive offices located at 490 Lapp Road, Malvern, Pennsylvania 19355 (the "Issuer").
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Item 2.
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Identity and Background.
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(a)-(c), (f)
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This Schedule 13D is being filed jointly by
(i) Broadfin Capital, LLC, a Delaware limited liability company, (ii) Broadfin Healthcare Master Fund, Ltd., an exempted company
incorporated and existing under the laws of the Cayman Islands, and (iii) Kevin Kotler, a United States citizen (collectively,
the "Reporting Persons").
The principal business address of the Reporting
Persons is 300 Park Avenue, 25
th
Floor, New York, New York 10022.
Kevin Kotler is the managing member of Broadfin
Capital, LLC, an investment management firm that serves as the investment manager to Broadfin Healthcare Master Fund, Ltd. The
principal business of Broadfin Healthcare Master Fund, Ltd. is purchasing, holding and selling securities for investment purposes.
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(d)
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None of the Reporting Persons has, during the
last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The funds for the purchase of the Shares beneficially
owned by the Reporting Persons came from the working capital of Broadfin Healthcare Master Fund, Ltd.
No borrowed funds were used to purchase the
Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary
course of business.
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Item 4.
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Purpose of Transaction.
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The Reporting Persons hold the securities described
in Item 5 of this statement for investment purposes only.
No Reporting Person has any present plan or
proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except
as set forth herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on
various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the
Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future
take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, making
proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional
Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to
the Shares or changing their intention with respect to any and all matters referred to in Item 4.
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Item 5.
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Interest in Securities of the Issuer.
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(a)-(c)
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As of the date hereof, Broadfin Capital, LLC,
Broadfin Healthcare Master Fund, Ltd. and Kevin Kotler may be deemed to be the beneficial owner of 2,927,878 shares of Common Stock
or 15.31% of the shares of the Common Stock of the Issuer, based upon the
19,123,935
shares of Common Stock outstanding as of November 7, 2017, according to
the Issuer's 10-Q
filed on November 9, 2017.
Each of Broadfin Capital, LLC, Broadfin Healthcare Master Fund, Ltd. and Kevin Kotler has the sole power to
vote or direct the vote of 0 shares of Common Stock and the shared power to vote or direct the vote of 2,927,878 shares of Common
Stock.
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Each of Broadfin Capital, LLC, Broadfin Healthcare
Master Fund and Kevin Kotler has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared
power to dispose or direct the disposition of 2,927,878 shares of Common Stock.
The transactions
effected in the Common Stock during the 60 days prior to the date of this filing are set forth in Exhibit B and each transaction
was an open-market transaction.
The aforementioned shares of Common Stock were
acquired for investment purposes. Broadfin Capital, LLC and Broadfin Healthcare Master Fund, Ltd. may acquire additional securities
of the Issuer, dispose of all or some of these securities from time to time, in each case in open market or private transactions,
block sales or purchases or otherwise, or may continue to hold the shares of Common Stock.
The Reporting Persons specifically disclaim
beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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This Item is not applicable.
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Item 7.
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Material to be Filed as Exhibits.
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An agreement relating to the filing of a joint statement as required
by Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed herewith as Exhibit A.
A description of the transactions in the Common Stock that were
effected by the Reporting Persons during the 60 days prior to the date of this filing is filed herewith as Exhibit B.
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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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November 24, 2017
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(Date)
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BROADFIN CAPITAL LLC
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By:
/s/ Kevin Kotler
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Kevin Kotler, Managing Member
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KEVIN KOTLER
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/s/ Kevin Kotler
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BROADFIN HEALTHCARE MASTER FUND, LTD.
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By:
/s/ Kevin Kotler
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Kevin Kotler, Director
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Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that
this Schedule 13D/A, dated November 24, 2017, relating to the Common Stock par value $0.01 of Recro Pharma, Inc. shall be filed
on behalf of the undersigned.
November 24, 2017
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(Date)
BROADFIN CAPITAL, LLC
By:
/s/ Kevin Kotler
Kevin Kotler, Managing Member
KEVIN KOTLER
/s/ Kevin Kotler
BROADFIND HEALTHCARE MASTER FUND, LTD.
By:
/s/ Kevin Kotler
Kevin Kotler, Director
Exhibit B
Transactions in Common Stock by the
Reporting Persons
Transaction
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Date
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Shares
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Price
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SALE
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11/21/2017
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100,000
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$
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9.5
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SALE
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11/21/2017
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2,440
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$
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9.37
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SALE
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11/22/2017
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48,566
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$
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9.37
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SALE
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11/22/2017
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3,088
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$
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9.36
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SALE
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11/24/2017
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2,913
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$
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9.32
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SALE
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11/24/2017
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2,051
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$
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9.31
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SALE
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11/24/2017
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5,800
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$
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9.39
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SALE
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11/24/2017
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1,450
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$
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9.48
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SALE
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11/24/2017
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5,900
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$
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9.37
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SK
25125 0001 7745474 v2
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