1 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.
|
CUSIP
No. 053761102
|
13D/A
|
Page
2 of 11 Pages
|
|
|
|
|
|
|
|
1.
|
names
of reporting person
i.r.s.
identification no. of above persons (entities only)
SC
Fundamental Value Fund, L.P.
|
|
2.
|
check
the appropriate box if a group*
|
(
a)
x
(
b)
o
|
|
3.
|
sec
use only
|
|
4.
|
sources
of funds
WC/OO
|
|
5.
|
check
box if disclosure of legal proceedings is required pursuant to item 2(
d
)
or 2(
e
)
|
o
|
|
6.
|
citizenship
or place of organization
DELAWARE
|
number
of
shares
|
7.
|
sole
voting power
0
|
beneficially
owned by
|
8.
|
shared
voting power
1,830,643
|
each
reporting
|
9.
|
sole
dispositive power
0
|
|
person
with
|
10.
|
shared
dispositive power
1,830,643
|
|
11.
|
aggregate
amount beneficially owned by each reporting person
1,830,643
|
|
12.
|
check
box if the aggregate amount in row (11) excludes certain shares *
|
o
|
|
13.
|
percent
of class represented by amount in row 11
4.74%
|
|
14.
|
type
of reporting person*
PN
|
|
CUSIP
No. 053761102
|
13D/A
|
Page
3 of 11 Pages
|
|
|
|
|
|
|
|
1.
|
names
of reporting persons
i.r.s.
identification no. of above persons (entities only)
SC
Fundamental LLC
|
|
2.
|
check
the appropriate box if a group*
|
(
a)
x
(
b)
o
|
|
3.
|
sec
use only
|
|
4.
|
sources
of funds
OO
|
|
5.
|
check
box if disclosure of legal proceedings is required pursuant to item 2(
d
)
or 2(
e
)
|
o
|
|
6.
|
citizenship
or place of organization
NEW YORK
|
number
of
shares
|
7.
|
sole
voting power 0
|
beneficially
owned by
|
8.
|
shared
voting power
1,830,643
|
each
reporting
|
9.
|
sole
dispositive power
0
|
|
person
with
|
10.
|
shared
dispositive power
1,830,643
|
|
11.
|
aggregate
amount beneficially owned by each reporting person
1,830,643
|
|
12.
|
check
box if the aggregate amount in row (11) excludes certain shares *
|
o
|
|
13.
|
percent
of class represented by amount in row 11
4.74%
|
|
14.
|
type
of reporting person*
OO
|
|
CUSIP
No. 053761102
|
13D/A
|
Page
4 of 11 Pages
|
|
|
|
|
|
|
|
1.
|
names
of reporting persons
i.r.s.
identification no. of above persons (entities only)
Peter
M. Collery
|
|
2.
|
check
the appropriate box if a group*
|
(
a)
x
(
b)
o
|
|
3.
|
sec
use only
|
|
4.
|
sources
of funds
OO/PF
|
|
5.
|
check
box if disclosure of legal proceedings is required pursuant to item 2(
d
)
or 2(
e
)
|
o
|
|
6.
|
citizenship
or place of organization
UNITED STATES OF AMERICA
|
number
of
shares
|
7.
|
sole
voting power
0
|
beneficially
owned by
|
8.
|
shared
voting power
1,868,143
|
each
reporting
|
9.
|
sole
dispositive power
0
|
|
person
with
|
10.
|
shared
dispositive power
1,868,143
|
|
11.
|
aggregate
amount beneficially owned by each reporting person
1,868,143
|
|
12.
|
check
box if the aggregate amount in row (11) excludes certain shares *
|
o
|
|
13.
|
percent
of class represented by amount in row 11
4.83%
|
|
14.
|
type
of reporting person*
IN
|
|
CUSIP
No. 053761102
|
13D/A
|
Page
5 of 11 Pages
|
|
|
|
|
|
|
|
1.
|
names
of reporting persons
i.r.s.
identification no. of above persons (entities only)
Neil
H. Koffler
|
|
2.
|
check
the appropriate box if a group*
|
(
a)
x
(
b)
o
|
|
3.
|
sec
use only
|
|
4.
|
sources
of funds
OO/PF
|
|
5.
|
check
box if disclosure of legal proceedings is required pursuant to item 2(
d
)
or 2(
e
)
|
o
|
|
6.
|
citizenship
or place of organization
UNITED STATES OF AMERICA
|
number
of
shares
|
7.
|
sole
voting power
0
|
beneficially
owned by
|
8.
|
shared
voting power
1,830,643
|
each
reporting
|
9.
|
sole
dispositive power
0
|
|
person
with
|
10.
|
shared
dispositive power
1,830,643
|
|
11.
|
aggregate
amount beneficially owned by each reporting person
1,830,643
|
|
12.
|
check
box if the aggregate amount in row (11) excludes certain shares *
|
o
|
|
13.
|
percent
of class represented by amount in row 11
4.74%
|
|
14.
|
type
of reporting person*
IN
|
|
CUSIP
No. 053761102
|
13D/A
|
Page
6 of 11 Pages
|
|
|
|
|
|
|
|
1.
|
names
of reporting persons
i.r.s.
identification no. of above persons (entities only)
John
T. Bird
|
|
2.
|
check
the appropriate box if a group*
|
(
a)
x
(
b)
o
|
|
3.
|
sec
use only
|
|
4.
|
sources
of funds
OO/PF
|
|
5.
|
check
box if disclosure of legal proceedings is required pursuant to item 2(
d
)
or 2(
e
)
|
o
|
|
6.
|
citizenship
or place of organization
UNITED STATES OF AMERICA
|
number
of
shares
|
7.
|
sole
voting power
0
|
beneficially
owned by
|
8.
|
shared
voting power
1,830,643
|
each
reporting
|
9.
|
sole
dispositive power
0
|
|
person
with
|
10.
|
shared
dispositive power
1,830,643
|
|
11.
|
aggregate
amount beneficially owned by each reporting person
1,830,643
|
|
12.
|
check
box if the aggregate amount in row (11) excludes certain shares *
|
o
|
|
13.
|
percent
of class represented by amount in row 11
4.74%
|
|
14.
|
type
of reporting person*
IN
|
|
CUSIP
No. 053761102
|
13D/A
|
Page
7 of 11 Pages
|
|
|
|
|
|
|
|
1.
|
names
of reporting persons
i.r.s.
identification no. of above persons (entities only)
David
A. Hurwitz
|
|
2.
|
check
the appropriate box if a group*
|
(
a)
x
(
b)
o
|
|
3.
|
sec
use only
|
|
4.
|
sources
of funds
OO/PF
|
|
5.
|
check
box if disclosure of legal proceedings is required pursuant to item 2(
d
)
or 2(
e
)
|
o
|
|
6.
|
citizenship
or place of organization
UNITED STATES OF AMERICA
|
number
of
shares
|
7.
|
sole
voting power
0
|
beneficially
owned by
|
8.
|
shared
voting power
1,830,643
|
each
reporting
|
9.
|
sole
dispositive power
0
|
|
person
with
|
10.
|
shared
dispositive power
1,830,643
|
|
11.
|
aggregate
amount beneficially owned by each reporting person
1,830,643
|
|
12.
|
check
box if the aggregate amount in row (11) excludes certain shares *
|
o
|
|
13.
|
percent
of class represented by amount in row 11
4.74%
|
|
14.
|
type
of reporting person*
IN
|
|
CUSIP
No. 053761102
|
13D/A
|
Page
8 of 11 Pages
|
|
|
|
|
|
|
|
1.
|
names
of reporting persons
i.r.s.
identification no. of above persons (entities only)
SC
Fund Management Profit Sharing Plan
|
|
2.
|
check
the appropriate box if a group*
|
(
a)
x
(
b)
o
|
|
3.
|
sec
use only
|
|
4.
|
sources
of funds
WC/OO
|
|
5.
|
check
box if disclosure of legal proceedings is required pursuant to item 2(
d
)
or 2(
e
)
|
o
|
|
6.
|
citizenship
or place of organization
UNITED STATES OF AMERICA
|
number
of
shares
|
7.
|
sole
voting power
0
|
beneficially
owned by
|
8.
|
shared
voting power
37,500
|
each
reporting
|
9.
|
sole
dispositive power
0
|
|
person
with
|
10.
|
shared
dispositive power
37,500
|
|
11.
|
aggregate
amount beneficially owned by each reporting person
37,500
|
|
12.
|
check
box if the aggregate amount in row (11) excludes certain shares *
|
o
|
|
13.
|
percent
of class represented by amount in row 11
0.10%
|
|
14.
|
type
of reporting person*
EP
|
|
CUSIP
No. 053761102
|
13D/A
|
Page
9 of 11 Pages
|
ITEM
1. Security and Issuer
|
|
(a)
|
The
name of the issuer is Aviragen Therapeutics, Inc. (AVIR) (the “Issuer”).
|
|
|
(b)
|
The
address of the Issuer’s principal executive offices is 2500 Northwinds Parkway,
Suite 100, Alpharetta, Georgia 30009.
|
This
Schedule 13D/A (the “Schedule”) relates to the common stock (“Common Stock”), of the Issuer.
This
Schedule 13D/A constitutes Amendment No. 2 to the Schedule 13D (this “Amendment”) relating to the Common Stock
of the Issuer and hereby amends the Schedule 13D/A filed with the Securities and Exchange Commission on November 8, 2017 (the
“November Schedule 13D”), on behalf of the Reporting Persons. This Amendment amends Items 3, 4 and 5 and constitutes
the exit filing of the Reporting Persons. Except as set forth herein, this Amendment does not supplement, restate or amend any
of the other information disclosed in the November Schedule 13D.
ITEM 3. Source and Amount of Funds or Other Consideration
Item 3 is amended to add the following:
The Fund
has sold in the past sixty days an aggregate of 561,721 shares of Common Stock of the Issuer for total consideration of $387,513.78.
ITEM
4. Purpose of Transaction
Item
4 is amended to add the following:
The Reporting
Persons continue to oppose the proposed merger of the Issuer and Vaxart, Inc. for reasons described in the November 13-D. As also
described in that 13-D, the Reporting Persons indicated they might sell their shares of the Issuer’s Common Stock at prices approaching
the Reporting Persons’ assessment of liquidation value. Due to the Reporting Persons’ sales, their collective beneficial ownership
of shares of the Issuer’s Common Stock fell below 5% and they are no longer subject to the reporting obligations of Rule 13d of
the Exchange Act.
|
CUSIP
No. 053761102
|
13D/A
|
Page
10 of 11 Pages
|
ITEM 5. Interest in Securities
of the Issuer
Item 5 is amended and restated in
its entirety as follows:
(a)-(b) The Fund, SCFLLC, Koffler, Bird and Hurwitz may be deemed, for purposes of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended, to be the beneficial owner of an aggregate of 1,830,643 shares of Common Stock as of January
16, 2018, which represent 4.74% of the Issuer’s outstanding shares of Common Stock.
(i)
Sole power to vote or direct vote: 0
(ii)
Shared power to vote or direct vote: 1,830,643
(iii)
Sole power to dispose of or direct the disposition: 0
(iv)
Shared power to dispose of or direct the disposition: 1,830,643
Collery
may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of
an aggregate of 1,868,143 shares of Common Stock as of January 16, 2018, which represent 4.83% of the Issuer’s outstanding
shares of Common Stock.
(i)
Sole power to vote or direct vote: 0
(ii)
Shared power to vote or direct vote: 1,868,143
(iii)
Sole power to dispose of or direct the disposition: 0
(iv)
Shared power to dispose of or direct the disposition: 1,868,143
The
Plan may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner
of an aggregate of 37,500 shares of Common Stock as of January 16, 2018, which represent 0.10% of the Issuer’s outstanding
shares of Common Stock.
(i)
Sole power to vote or direct vote: 0
(ii)
Shared power to vote or direct vote: 37,500
(iii)
Sole power to dispose of or direct the disposition: 0
(iv)
Shared power to dispose of or direct the disposition: 37,500
For
purposes of calculating the percentages set forth in this Item 5, the number of shares of Common Stock outstanding is assumed
to be 38,649,237, as disclosed on the Issuer’s 424B3 Prospectus filed with the SEC on January 2, 2018.
(c) There
have been two transactions in the shares of Common Stock by the Reporting Persons during the past sixty days. The trading dates,
number of shares of Common Stock purchased or sold and the price per share for all transactions in the Common Stock within the
last sixty days by the Reporting Persons are set forth in Schedule A, and are incorporated herein by reference.
(d) The
Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, securities held in their accounts.
Collery,
Koffler, Bird and Hurwitz, by virtue of their status as members of SCFLLC, the general partner of the Fund, may be deemed to share
with the Fund and SCFLLC the power to vote or direct the vote and to dispose or to direct to dispose the disposition of shares
of Common Stock of which the Fund is the direct beneficial owner
Collery,
by virtue of his status as trustee of the Plan, may be deemed to share with the Plan the power to vote or direct the vote and
to dispose or to direct to dispose the disposition of shares of Common Stock of which the Plan is the direct beneficial owner
(e)
As
of January 16, 2018, the Reporting Persons have ceased being beneficial owners of more than 5% of the Shares of Common Stock of
the Issuer and as such, are no longer subject to the reporting obligations under Rule 13d of the Exchange Act. This Amendment
constitutes the exit filing of the Reporting Persons.
|
CUSIP
No. 053761102
|
13D/A
|
Page
11 of 11 Pages
|
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.
Dated:
January 17, 2018
|
|
|
|
|
|
SC FUNDAMENTAL
VALUE FUND, L.P.
|
|
|
By: SC Fundamental
LLC, its General Partner
|
|
|
|
|
|
|
By:
|
/s/
Neil H. Koffler
|
|
|
Name: Neil
H. Koffler
|
|
|
Title: Member
|
|
|
|
|
|
|
SC FUNDAMENTAL
LLC
|
|
|
|
|
|
|
By:
|
/s/
Neil H. Koffler
|
|
|
Name: Neil
H. Koffler
|
|
|
Title:
Member
|
|
|
|
|
|
|
/s/
Neil H. Koffler
|
|
|
Neil H. Koffler
as Attorney-in-Fact for
|
|
|
Peter M.
Collery (1)
|
|
|
|
|
|
/s/
Neil H. Koffler
|
|
|
Neil H. Koffler
|
|
|
|
|
|
/s/
Neil Koffler
|
|
|
Neil H. Koffler
as Attorney-in-Fact for
|
|
|
John T. Bird
(2)
|
|
|
|
|
|
|
/s/
Neil Koffler
|
|
|
Neil H. Koffler
as Attorney-in-Fact for
|
|
|
David A.
Hurwitz (3)
|
|
|
|
|
|
SC FUND MANAGEMENT
PROFIT SHARING PLAN
|
|
|
|
|
|
|
By:
|
/s/
Peter Collery, its trustee
|
|
|
Name: Peter
Collery
|
|
|
Title:
Trustee
|
|
|
(1)
|
Executed
by Neil H. Koffler as Attorney-in-Fact for Peter M. Collery. The Power of Attorney for
Mr. Collery is attached as Exhibit 3 to the Statement on Schedule 13G with respect to
the Common Stock of Trans World Corporation, filed on January 24, 2013, and is incorporated
herein by reference.
|
|
|
|
|
|
|
(2)
|
Executed
by Neil H. Koffler as Attorney-in-Fact for John T. Bird. The Power of Attorney for Mr.
Bird is attached as Exhibit 3 to the Statement on Schedule 13G with respect to the Common
Stock of First Financial Northwest Inc., filed on September 14, 2011, and is incorporated
herein by reference.
|
|
|
|
|
|
|
(3)
|
Executed
by Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz. The Power of Attorney for
Mr. Hurwitz is attached as Exhibit 4 to the Statement on Schedule 13G with respect to
the Common Stock of First Financial Northwest Inc., filed on September 14, 2011, and
is incorporated herein by reference.
|
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner
of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the
statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
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 for whom copies are to be sent.
SCHEDULE A
|
Identity of Person Effecting the Transaction
|
Date of Transaction
|
Number of Shares Sold
|
Price Per Share
|
|
SC Fundamental Value Fund, L.P.
|
01/12/2018
|
380,000
|
$0.6850
|
|
SC Fundamental Value Fund, L.P.
|
01/16/2018
|
181,721
|
$0.7000
|
These transactions were all
open-market transactions.