Amended Statement of Beneficial Ownership (sc 13d/a)
July 03 2018 - 5:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
(Rule
13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE
13d-1(a)
AND AMENDMENTS THERETO FILED
PURSUANT TO RULE
13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Akebia
Therapeutics, Inc.
(Name of issuer)
Common Stock,
par value $0.00001
(Title of class of securities)
00972D105
(CUSIP number)
Muneer A. Satter
c/o Satter Management Co., L.P.
676 N. Michigan Avenue, Suite 4000, Chicago, IL 60611
(312)
448-5500
COPY TO:
Robert M. Hayward, P.C.
Kirkland & Ellis LLP
300 N. LaSalle St.
Chicago, Illinois 60654
(312)
862-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 28, 2018
(Date
of Event which Requires Filing of this Statement)
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 Rule
13d-1(e),
13d-1(f)
or
13d-1(g),
check the following box. ☐
Note:
Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7
for other parties to whom copies are to be sent.
*
|
The remainder of this cover page shall be filled out for a reporting persons 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.
|
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).
SCHEDULE 13D
|
|
|
CUSIP No. 00972D105
|
|
Page
2
of 5
|
Explanatory Note:
The Schedule 13D originally filed by the Reporting Person with the
Securities and Exchange Commission (SEC) on July 14, 2017 (Original Filing), is hereby amended by this Amendment No. 1 to Schedule 13D (Amendment). Capitalized terms used herein and not otherwise defined
have the meanings assigned to such terms in the Original Filing.
|
|
|
|
|
|
|
(1)
|
|
Names of
reporting persons
Muneer A. Satter
|
(2)
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
|
(3)
|
|
SEC use only
|
(4)
|
|
Source of funds (see instructions)
PF; OO
|
(5)
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
(6)
|
|
Citizenship or place of
organization
United States of America
|
Number of
shares
beneficially
owned by
each
reporting
person
with:
|
|
(7)
|
|
Sole voting power
3,067,043 shares (see Item 5(a))
|
|
(8)
|
|
Shared voting power
0 shares
|
|
(9)
|
|
Sole dispositive power
3,067,043 shares (see Item 5(a))
|
|
(10)
|
|
Shared dispositive power
0 shares
|
(11)
|
|
Aggregate amount beneficially owned by each reporting person
3,067,043 shares (see Item 5(a))
|
(12)
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
|
(13)
|
|
Percent of class represented by amount
in Row (11)
5.4%
|
(14)
|
|
Type of reporting person (see
instructions)
IN
|
SCHEDULE 13D
|
|
|
CUSIP No. 00972D105
|
|
Page
3
of 5
|
Item 4.
|
Purpose of the Transaction.
|
Item 4 of the Original Filing is hereby amended by adding the following
paragraphs immediately following the second paragraph thereof:
On June 28, 2018, the Company, Alpha Therapeutics Merger Sub, Inc., a direct,
wholly owned subsidiary of the Company (Merger Sub), and Keryx Biopharmaceuticals, Inc. (Keryx), entered into an Agreement and Plan of Merger (the Merger Agreement). Pursuant to the Merger Agreement, and subject
to the satisfaction or waiver of the conditions specified therein, Merger Sub shall be merged with and into Keryx, with Keryx surviving as a wholly owned subsidiary of the Company.
Simultaneously with the execution of the Merger Agreement, Keryx entered into a Voting Agreement with the Reporting Person (the Voting Agreement)
pursuant to which the Reporting Person has agreed, among other things, to vote the shares of Common Stock that he beneficially owns in favor of the adoption of the Merger Agreement and against approval of any proposal made in opposition to, in
competition with, or inconsistent with, the Merger Agreement or the merger or any other transactions contemplated by the Merger Agreement. The description of the Voting Agreement included in this Schedule 13D does not purport to be a complete
description and is qualified in its entirety by reference to the full text of such agreement, which is filed as part of this Schedule 13D and incorporated by reference herein.
The third paragraph of Item 4 of the Original Filing is hereby amended by adding the following phrase to the beginning of such paragraph:
Other than as described above in the fourth paragraph,
Item 5.
|
Interest in Securities of the Issuer.
|
Paragraph (a) of Item 5 of the Original Filing is hereby
deleted and replaced as follows to reflect an increase in the Reporting Persons beneficial ownership of shares of Common Stock as a result of the vesting of a previously disclosed stock option grant:
|
(a)
|
Amount beneficially owned as of the date hereof
:
|
Amount beneficially owned: The
Reporting Person beneficially owns an aggregate of 3,067,043 shares of Common Stock. The shares of Common Stock beneficially owned by the Reporting Person include (a) 785,340 shares of Common Stock that are held by Muneer A. Satter Revocable Trust
for which the Reporting Person serves as trustee and, in such capacity, has sole voting and dispositive power over all such shares; (b) 1,217,221 shares of Common Stock that are held by various other trusts and other entities for which the Reporting
Person serves as trustee, investment advisor or manager and, in such capacity, has sole voting and dispositive power over all such shares; (c) 1,034,482 shares that are held by SMTP for which the Reporting Person has sole voting and dispositive
power over all such shares; and (d) stock options to purchase 30,000 shares of Common Stock. The Reporting Person also holds stock options to purchase 12,500 shares of Common Stock, which vest on the first anniversary of the date of grant (June
14, 2019).
Percent of class
:
In the aggregate, the Reporting Persons beneficially own 3,067,043 shares of Common Stock, or 5.4% of the total number of shares of Common
Stock outstanding.
All percentages calculated in this Schedule 13D are based upon 56,883,214 shares outstanding as of April 30, 2018,
as disclosed in the Companys Quarterly Report on Form
10-Q
filed with the Securities and Exchange Commission (
SEC
) on May 9, 2018.
SCHEDULE 13D
|
|
|
CUSIP No. 00972D105
|
|
Page
4
of 5
|
Item 7.
|
Material to be Filed as Exhibits.
|
Item 7 of the Original Filing is hereby amended by adding the
following Exhibit B:
|
|
|
Exhibit B:
|
|
Voting Agreement, dated as of June 28, 2018, by and between Keryx Biopharmaceuticals, Inc. and Muneer A. Satter (
incorporated by reference to Exhibit 99.1 to the Current Report on Form
8-K
filed on June
28, 2018 by Keryx Biopharmaceuticals, Inc. (File No.
000-30929))
|
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: July 3, 2018
|
|
|
By:
|
|
/s/ Muneer A. Satter
|
|
|
Muneer A. Satter
|
Akebia Therapeutics (NASDAQ:AKBA)
Historical Stock Chart
From Aug 2024 to Sep 2024
Akebia Therapeutics (NASDAQ:AKBA)
Historical Stock Chart
From Sep 2023 to Sep 2024