ITEM 1. SECURITY AND ISSUER
This second amendment to Schedule 13D (“Amendment No. 2”) relates to the Common Stock, par value $0.001 per share (the
“
Shares
”
), of Eagle Pharmaceuticals, Inc., a Delaware corporation (the
“
Company
”
), and supplements the information set forth in Schedule 13D filed on June 27, 2016 (the “Original Schedule 13D” and, as amended and supplemented through the date of this Amendment No. 2, the
“Schedule 13D”).
This Amendment No. 2 is being filed by Hudson Executive Capital LP, a Delaware limited partnership (“Hudson Executive”), HEC Management
GP LLC, a Delaware limited liability company (“Management GP”), and Douglas L. Braunstein (collectively, the “Reporting Persons”), to report, among other things,
the execution of a plan for the sale of Shares
designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934 (“Rule 10b5-1 Plan”).
The Reporting Persons beneficially own an aggregate of 841,777 Shares (the “Subject Shares”), including options that are held by Mr.
Braunstein to purchase 30,000 Shares that are exercisable within 60 days of May 14, 2019. The Subject Shares represent approximately 6% of the outstanding Shares (calculated based on 13,929,470 Shares outstanding as of April 30, 2019, as reported
in the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2019).
ITEM 2. IDENTITY AND BACKGROUND
Items 2 (a), (b) and (c) of the Schedule 13D are hereby amended and supplemented by adding the following information:
(a) James C. Woolery, a reporting person on the Original Schedule 13D, is no longer a Managing Partner at Hudson Executive, and
accordingly, is no longer a Reporting Person or member of a Section 13(d) group with Hudson Executive, Management GP and Mr. Braunstein. The Reporting Persons will continue to file statements on Schedule 13D with respect to the securities of the
Company to the extent required by applicable law.
(b) The principal place of business of the Reporting Persons is c/o Hudson Executive Capital, 570 Lexington Avenue, 35
th
Floor, New York, New York 10022.
(c) Management GP’s principal business is to serve as the general partner of Hudson Executive.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:
On July 5, 2016, Mr. Braunstein was granted stock options to acquire 10,000 Shares at an exercise price of $41.01 per share, 3,333 of
which vested on July 5, 2017, 3,333 of which vested on July 5, 2018, and 3,334 of which will vest on July 5, 2019, subject to Mr. Braunstein’s continuous service with the Company as of the vesting date. On January 4, 2017, Mr. Braunstein was
granted stock options to acquire 10,000 Shares at an exercise price of $84.92 per share, which vested on January 4, 2018. On January 7, 2018, Mr. Braunstein was granted stock options to acquire 10,000 Shares at an exercise price of $59.14 per
share, which vested on January 7, 2019. On January 23, 2019, Mr. Braunstein was granted stock options to acquire 10,000 Shares at an exercise price of $42.40 per share, which will vest on January 23, 2020, subject to Mr. Braunstein’s continuous
service with the Company as of the vesting date.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
The Reporting Persons intend to sell Shares pursuant to a Rule 10b5-1 Plan. A notice of the proposed sale of Shares on Form 144 was
delivered to the Securities and Exchange Commission on May 13, 2019.
CUSIP No. 269796108
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SCHEDULE 13D
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Page 6 of 7 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Items 5 (a), (b) and (c) of the Schedule 13D are hereby amended and supplemented by adding the following information:
(a), (b) Information about the number and percentage of Shares beneficially owned by the Reporting Persons is set forth in Item 1 of
this Amendment No. 2, and that information is incorporated by reference herein. Management GP, as the general partner of Hudson Executive, may be deemed to share power to vote or direct the vote of (and share power to dispose or direct the
disposition of) the Subject Shares.
(c) All transactions in the Shares effected during the past 60 days are set forth in Exhibit 4 attached hereto and incorporated
herein by reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information:
On May 10, 2019, Hudson Executive entered into a Rule 10b5-1 Plan.
A notice of the proposed sale of Shares on Form 144 was delivered to the Securities and Exchange Commission on May 13, 2019.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is hereby amended and supplemented by adding a reference to the following exhibit:
Exhibit 4
Schedule of transactions effected during the last 60 days
CUSIP No. 269796108
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SCHEDULE 13D
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Page 7 of 7 Pages
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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.
Date: May 14, 2019
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HUDSON EXECUTIVE CAPITAL LP
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By: HEC Management GP, LLC, its general partner
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By:
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/s/ Douglas L. Braunstein
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Name: Douglas L. Braunstein
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Title: Managing Member
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