Amended Statement of Beneficial Ownership (sc 13d/a)
December 19 2018 - 4:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 1)
1
Merrimack Pharmaceuticals, Inc.
(Name
of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
590328209
(CUSIP Number)
Joseph
F. Lawler, M.D., P
h
.D.
JFL
Capital Management LLC
2110 Ranch Road 620 S, #341732
Lakeway, Texas 78734
(512) 761-4500
STEVE WOLOSKY
RYAN NEBEL
OLSHAN
FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
December 17, 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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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
§ 240.13d-7 for other parties to whom copies are to be sent.
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 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
).
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1
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NAME OF REPORTING PERSON
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JFL Partners Fund LP
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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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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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471,875
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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471,875
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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471,875
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.5%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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JFL Capital Management LP
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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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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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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TEXAS
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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471,875
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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471,875
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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471,875
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.5%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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JFL Capital Holdings 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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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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471,875
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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471,875
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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471,875
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.5%
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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 PERSON
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JFL Capital Management 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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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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1,129,528
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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1,129,528
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,129,528
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.5%
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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 PERSON
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Joseph F. Lawler
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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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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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1,129,528
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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1,129,528
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,129,528
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.5%
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14
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TYPE OF REPORTING PERSON
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IN
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The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration
.
|
Item 3 is hereby amended
and restated to read as follows:
The Shares purchased
by JFL Partners and held in the JFL Account were purchased with working capital (which may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 471,875 Shares beneficially owned
by JFL Partners is approximately $1,894,979, including brokerage commissions. The aggregate purchase price of the 657,653 Shares
held in the JFL Account is approximately $2,621,776, including brokerage commissions.
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Item 5.
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Interest in Securities of the Issuer
.
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Items 5(a) and (c)
are hereby amended and restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is based upon 13,342,784 Shares outstanding as of November
1, 2018, which is the total number of Shares outstanding as reported in the Issuer’s quarterly report on Form 10-Q filed
with the Securities and Exchange Commission on November 7, 2018.
As of the date hereof,
JFL Partners directly beneficially owned 471,875 Shares, constituting approximately 3.5% of the Shares outstanding. JFL GP, as
the general partner of JFL Partners, and JFL Holdings, as the general partner of JFL GP, may be deemed to beneficially own the
471,875 Shares owned by JFL Partners, constituting approximately 3.5% of the Shares outstanding.
As of the date hereof,
657,653 Shares were held in the JFL Account, constituting approximately 4.9% of the Shares outstanding.
JFL Capital Management,
as the investment manager of JFL Partners and the JFL Account, may be deemed to beneficially own the 1,129,528 Shares owned in
the aggregate by JFL Partners and held in the JFL Account, constituting approximately 8.5% of the Shares outstanding. Dr. Lawler,
as the Managing Member of JFL Capital Management, may be deemed to beneficially own the 1,129,528 Shares owned in the aggregate
by JFL Partners and held in the JFL Account, constituting approximately 8.5% of the Shares outstanding.
The filing of this
Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting
Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(c) Schedule
A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of the Schedule 13D.
All of such transactions were effected in the open market.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: December 19, 2018
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JFL PARTNERS FUND LP
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By:
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JFL Capital Management LP
General Partner
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By:
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JFL Capital Holdings LLC
General Partner
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By:
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/s/ Joseph F. Lawler
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Name:
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Joseph F. Lawler
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Title:
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Managing Member
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JFL CAPITAL MANAGEMENT LP
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By:
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JFL Capital Holdings LLC
General Partner
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By:
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/s/ Joseph F. Lawler
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Name:
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Joseph F. Lawler
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Title:
|
Managing Member
|
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JFL CAPITAL HOLDINGS LLC
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By:
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/s/ Joseph F. Lawler
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Name:
|
Joseph F. Lawler
|
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Title:
|
Managing Member
|
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JFL CAPITAL MANAGEMENT LLC
|
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By:
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/s/ Joseph F. Lawler
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Name:
|
Joseph F. Lawler
|
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Title:
|
Managing Member
|
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/s/ Joseph F. Lawler
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JOSEPH F. LAWLER
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SCHEDULE A
Transactions in Securities of
the Issuer Since the Filing of the Schedule 13D
Nature of the Transaction
|
Securities
Purchased/(Sold)
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Price Per
Share($)
|
Date of
Purchase/Sale
|
JFL
Partners Fund LP
Purchase of Common Stock
|
1,567
|
4.2550
|
11/05/2018
|
Purchase of Common Stock
|
10,872
|
4.2600
|
11/05/2018
|
Purchase of Common Stock
|
983
|
4.2889
|
11/06/2018
|
Sale of Common Stock
|
(300)
|
4.8220
|
11/07/2018
|
Purchase of Common Stock
|
332
|
4.3356
|
11/09/2018
|
Purchase of Common Stock
|
3,774
|
4.3674
|
11/12/2018
|
Purchase of Common Stock
|
4,310
|
4.7084
|
11/13/2018
|
Purchase of Common Stock
|
3,561
|
4.5078
|
11/15/2018
|
Purchase of Common Stock
|
925
|
4.5800
|
11/16/2018
|
Purchase of Common Stock
|
296
|
4.4175
|
11/20/2018
|
Purchase of Common Stock
|
925
|
4.4966
|
11/21/2018
|
Purchase of Common Stock
|
925
|
4.4325
|
11/26/2018
|
Purchase of Common Stock
|
784
|
4.3600
|
11/29/2018
|
Purchase of Common Stock
|
3,700
|
4.5631
|
11/30/2018
|
Purchase of Common Stock
|
5,000
|
4.5694
|
12/03/2018
|
Purchase of Common Stock
|
2,500
|
4.6093
|
12/04/2018
|
Purchase of Common Stock
|
10,000
|
4.2500
|
12/06/2018
|
Purchase of Common Stock
|
2,500
|
4.2600
|
12/10/2018
|
Purchase of Common Stock
|
9,846
|
4.0487
|
12/13/2018
|
Purchase of Common Stock
|
2,500
|
4.0692
|
12/14/2018
|
Purchase of Common Stock
|
28,791
|
4.0774
|
12/17/2018
|
Purchase of Common Stock
|
8,250
|
4.0400
|
12/17/2018
|
Purchase of Common Stock
|
10,100
|
4.0592
|
12/18/2018
|
Purchase of Common Stock
|
14,000
|
4.1021
|
12/19/2018
|
JFL
Capital Management LLC
(
Through
the JFL Account
)
Purchase of Common Stock
|
2,702
|
4.2550
|
11/05/2018
|
Purchase of Common Stock
|
18,753
|
4.2600
|
11/05/2018
|
Purchase of Common Stock
|
1,694
|
4.2889
|
11/06/2018
|
Sale of Common Stock
|
(515)
|
4.8220
|
11/07/2018
|
Purchase of Common Stock
|
563
|
4.3356
|
11/09/2018
|
Purchase of Common Stock
|
6,426
|
4.3674
|
11/12/2018
|
Purchase of Common Stock
|
7,337
|
4.7084
|
11/13/2018
|
Purchase of Common Stock
|
6,062
|
4.5078
|
11/15/2018
|
Purchase of Common Stock
|
1,575
|
4.5800
|
11/16/2018
|
Purchase of Common Stock
|
504
|
4.4175
|
11/20/2018
|
Purchase of Common Stock
|
1,575
|
4.4966
|
11/21/2018
|
Purchase of Common Stock
|
1,575
|
4.4325
|
11/26/2018
|
Purchase of Common Stock
|
1,334
|
4.3600
|
11/29/2018
|
Purchase of Common Stock
|
6,300
|
4.5631
|
11/30/2018
|
Purchase of Common Stock
|
6,000
|
4.1021
|
12/19/2018
|
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