Statement of Ownership (sc 13g)
March 08 2019 - 6:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES
13d-1
(c), AND (d)
(Amendment N/A)*
Vermillion,
Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
92407M206
(CUSIP Number)
December
31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☒
Rule 13d-1(d)
*
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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.
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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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Schedule 13G
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CUSIP NO. 92407M2061
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Page
2
of 10 Pages
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1.
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Names of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
Seamark Capital,
L.P.
23-3074461
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of
Organization
Delaware, United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power
0 shares
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6.
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Shared Voting Power
3,461,652 shares
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7.
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Sole Dispositive Power
0 shares
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8.
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Shared Dispositive Power
3,461,652 shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
Seamark Capital, L.P. 3,461,652 shares
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of
Class Represented by Amount in Row (9)*
4.6% Seamark Capital, L.P.
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12.
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Type of Reporting Person
(See Instructions)
PN
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*
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Seamark Capital, L.P. is the sole Investment Advisor to the Seamark Fund, L.P., a passive investment
partnership vehicle. Mssrs. Fraser and Harrington are
Co-Managing
Partners of Seamark Capital, L.P., and are sole Partners of Seamark Partners, L.P., the General Partner of Seamark Capital, L.P. Reference is
made to Item 4 of this Schedule 13G.
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Schedule 13G
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CUSIP NO. 92407M206
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Page
3
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1.
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Names of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
John D.
Fraser
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of
Organization
Pennsylvania, United
States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power
212,596 shares
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6.
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Shared Voting Power
3,461,652 shares
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7.
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Sole Dispositive Power
212,596 shares
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8.
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Shared Dispositive Power
3,461,652 shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
John D. Fraser 3,674,248 shares
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of
Class Represented by Amount in Row (9)*
4.9% (including 0.3% by
Mr. Fraser individually)
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12.
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Type of Reporting Person
(See Instructions)
IN
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*
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John D. Fraser is
Co-Managing
Partner of Seamark Capital, L.P.
Reference is made to Item 4 of this Schedule 13G.
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Schedule 13G
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CUSIP NO. 92407M206
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Page
4
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1.
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Names of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
David T.
Harrington
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of
Organization
Pennsylvania
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power
560,000 shares
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6.
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Shared Voting Power
3,461,652 shares
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7.
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Sole Dispositive Power
560,000 shares
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8.
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Shared Dispositive Power
3,461,652 shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person*
David T. Harrington 4,021,652 shares
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of
Class Represented by Amount in Row (9)
5.3% (including 0.7% by
Mr. Harrington individually)
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12.
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Type of Reporting Person
(See Instructions)
IN
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*
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David T. Harrington is
Co-Managing
Partner of Seamark Capital, L.P.
Reference is made to Item 4 of this Schedule 13G.
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Schedule 13G
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CUSIP NO. 92407M206
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Page
5
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Item 1
.(a)
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Name of Issuer
:
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Vermillion, Inc.
Item 1
.(b)
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Address of Issuers Principal Executive Offices:
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12117 Bee Caves Road
Building
Two
Suite 100
Austin, TX
78738
United States
Item 2
.(a)
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Name of Person Filing
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(1)
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Seamark Capital, L.P.
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Item 2
.(b)
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Address of Principal Business Office or, if none, Residence
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(1)
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223 Wilmington West Chester Pike, Suite 115
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(2)
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223 Wilmington West Chester Pike, Suite 115
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(3)
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223 Wilmington West Chester Pike, Suite 115
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Item 2
.(c)
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Citizenship
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Item 2
.(d)
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Title of Class
of Securities
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Common Stock, par value $.0001 per share
Item 2
.(e)
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CUSIP Number
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92407M206
Item 3
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If this statement is filed pursuant to
§§240.13d-1(b)
or
240.13d-2(b)
or (c), check whether the person filing is a
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(a)
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☐
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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Schedule 13G
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CUSIP NO. 92407M206
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Page
6
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(d)
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☐
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
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(e)
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☐
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An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with
§240.13d-(b)(1)(ii)(F).
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(g)
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A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G).
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3).
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(j)
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A
non-U.S.
institution in accordance with §
240.13d-1(b)(1)(ii)(J).
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(k)
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☐
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Group, in accordance with
§240.13d-(b)(1)(ii)(K).
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Not applicable.
The aggregate ownership percentage of shares of the issuers common stock owned by each person named in this Schedule 13 is based upon
75,382,684 shares of the issuers common stock outstanding as report in the issuers Form
10-Q
quarterly report for the fiscal quarter ended September 30, 2018. Seamark Capital, L.P., and John
D. Fraser,
Co-Managing
Partner, and David T. Harrington,
Co-Managing
Partner are beneficial holders in the aggregate of 4,234,248 shares of issuers common stock.
In so much as Mssrs. Fraser and Harrington serve as
co-portfolio
managers of Seamark Capitals advisory client, the Seamark Fund, L.P., the parties may be deemed to collectively represent a group with
respect to voting rights and dispositive rights. Investment decisions for Seamark Capital are made solely through the
Co-Managing
Partners., who individually also make investment decisions for each of their
own respective direct holdings.
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(a)
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Amount beneficially owned:
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Note: To the extent of Mssrs. Fraser and Harringtons interests in Seamark Capitals investment vehicles, they may be deemed to be
beneficial owners of additional shares beyond direct holdings.
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Schedule 13G
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CUSIP NO. 92407M206
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Page
7
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TOTAL: 5.6%
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(c)
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Number of Shares as to which the person has:
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i.
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Sole power to vote or to direct the vote:
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ii.
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Shared power to vote or to direct the vote
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iii.
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Sole power to dispose or to direct the disposition of:
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iv.
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Shared power to dispose or to direct the disposition of:
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Item 5
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following. ☐
Item 6
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person
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Not applicable.
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Schedule 13G
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CUSIP NO. 92407M206
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Page
8
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Item 8
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Identification and Classification of Members of the Group
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Not applicable.
Item 9
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Notice of Dissolution of Group
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Not applicable.
Item 10
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Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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Schedule 13G
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CUSIP NO. 92407M206
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Page
9
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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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SEAMARK CAPITAL, L.P.. by its General Partner,
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SEAMARK PARTNERS, L.P., by its General Partners
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Date: March 7, 2019
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By:
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/s/ John D. Fraser
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John D. Fraser,
Partner
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Date: March 7, 2019
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By:
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/s/ David T. Harrington
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David T. Harrington,
Partner
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Date: March 7, 2019
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/s/ John D. Fraser
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John D. Fraser,
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Date: March 7, 2019
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/s/ David T. Harrington
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David T. Harrington
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Schedule 13G
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CUSIP NO. 92407M206
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Page
10
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JOINT FILING AGREEMENT
The undersigned, the Reporting Persons named in this Schedule 13G/ (the Schedule 13G), hereby agree that the Schedule 13G is filed
on behalf of each of them and that each Reporting Person is responsible for the timely filing of any amendments to the Schedule 13G. Each Reporting Person further agrees that each of them is responsible for the completeness and accuracy of the
information concerning such Reporting Person, respectively, contained in the Schedule 13G and that each of them is not responsible for the completeness or accuracy of the information concerning the other Reporting Persons.
IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of the 7th day of March, 2019.
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SEAMARK CAPITAL, L.P., by its General Partner, SEAMARK PARTNERS, L.P., by its
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General Partners
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By:
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/s/ John D. Fraser
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John D. Fraser,
Partner
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By:
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/s/ David T. Harrington
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David T. Harrington,
Partner
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/s/ John D. Fraser
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John D. Fraser,
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/s/ David T. Harrington
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David T. Harrington
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