Statement of Changes in Beneficial Ownership (4)
May 15 2019 - 5:46PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Avoro Capital Advisors LLC
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2. Issuer Name
and
Ticker or Trading Symbol
IMMUNOMEDICS INC
[
IMMU
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
See Remarks
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(Last)
(First)
(Middle)
110 GREENE STREET, SUITE 800
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/13/2019
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(Street)
NEW YORK, NY 10012
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, $0.01 par value per share ("Common Stock")
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5/13/2019
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P
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500000
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A
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$15.07
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18214461
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I
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See footnotes
(1)
(2)
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Common Stock
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5/14/2019
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P
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125000
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A
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$15.40
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18339461
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I
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See footnotes
(1)
(2)
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Common Stock
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5/15/2019
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P
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125000
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A
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$14.95
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18464461
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I
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See footnotes
(1)
(2)
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Common Stock
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3849
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I
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See footnotes
(1)
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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The securities reported herein are held on behalf of accounts managed by Avoro Capital Advisors LLC (formerly venBio Select Advisor LLC), a Delaware limited liability company (the "Investment Manager") and Avoro Life Sciences Fund LLC (formerly venBio Select Fund LLC), a Delaware limited liability company, a fund managed by the Investment Manager. Behzad Aghazadeh ("Dr. Aghazadeh," and together with the Investment Manager, the "Reporting Persons") serves as the portfolio manager and controlling person of the Investment Manager.
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(2)
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The filing of this statement shall not be deemed an admission that either of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.
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(3)
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Restricted stock units held by Dr. Aghazadeh.
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Remarks:
The Investment Manager may be deemed a director by deputization of Immunomedics, Inc. (the "Issuer") by virtue of the fact that Dr. Aghazadeh currently serves on the board of directors of the Issuer.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Avoro Capital Advisors LLC
110 GREENE STREET
SUITE 800
NEW YORK, NY 10012
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X
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See Remarks
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Aghazadeh Behzad
C/O AVORO CAPITAL ADVISORS LLC
110 GREENE STREET, SUITE 800
NEW YORK, NY 10012
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X
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See Remarks
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Signatures
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Avoro Capital Advisors LLC, by: /s/ Scott Epstein, its Chief Financial Officer & Chief Compliance Officer
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5/15/2019
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**
Signature of Reporting Person
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Date
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/s/ Behzad Aghazadeh
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5/15/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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