UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 1) *
DermTech, Inc.
|
(Name of Issuer)
|
Common Stock, par value $0.0001 per share
|
(Title of Class of Securities)
|
24984K105
|
(Cusip Number)
|
December 31, 2019
|
(Date of Event which Requires Filing of
this Statement)
|
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
o Rule
13d-1(b)
x Rule
13d-1(c)
o Rule
13d-1(d)
*
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 the disclosures provided
in a prior cover page.
The information required
in 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).
(Continued on following pages)
|
Page 1 of 31 Pages
|
|
Exhibit Index Found on Page 31
|
13G
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Partners, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 615,385 Shares (as defined in Item 2) and hold Series A Preferred Shares
(as defined in the Preliminary Note) convertible into an aggregate of 615,385 Shares. Accordingly, as of the date of this filing
the aggregate Shares and Series A Preferred Shares held by the reporting persons represent beneficial ownership of 9.8% of the
class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
218,450 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
218,450 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,450 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.8% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
Includes 109,225 Shares issuable upon the conversion of 218.45 Series A Preferred Shares. See Preliminary Note and Item 2.
13G
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 615,385 Shares (as defined in Item 2) and hold Series A Preferred Shares
(as defined in the Preliminary Note) convertible into an aggregate of 615,385 Shares. Accordingly, as of the date of this filing
the aggregate Shares and Series A Preferred Shares held by the reporting persons represent beneficial ownership of 9.8% of the
class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
304,600 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
304,600 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
304,600 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1 Includes
152,300 Shares issuable upon the conversion of 304.60 Series A Preferred Shares. See Preliminary Note and Item 2.
13G
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners II, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 615,385 Shares (as defined in Item 2) and hold Series A Preferred Shares
(as defined in the Preliminary Note) convertible into an aggregate of 615,385 Shares. Accordingly, as of the date of this filing
the aggregate Shares and Series A Preferred Shares held by the reporting persons represent beneficial ownership of 9.8% of the
class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
61,550 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
61,550 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,550 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1 Includes
30,775 Shares issuable upon the conversion of 61.55 Series A Preferred Shares. See Preliminary Note and Item 2.
13G
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners III, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 615,385 Shares (as defined in Item 2) and hold Series A Preferred Shares
(as defined in the Preliminary Note) convertible into an aggregate of 615,385 Shares. Accordingly, as of the date of this filing
the aggregate Shares and Series A Preferred Shares held by the reporting persons represent beneficial ownership of 9.8% of the
class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
33,850 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
33,850 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,850 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1 Includes
16,925 Shares issuable upon the conversion of 33.85 Series A Preferred Shares. See Preliminary Note and Item 2.
13G
1
|
NAMES OF REPORTING PERSONS
Four Crossings Institutional Partners V, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 615,385 Shares (as defined in Item 2) and hold Series A Preferred Shares
(as defined in the Preliminary Note) convertible into an aggregate of 615,385 Shares. Accordingly, as of the date of this filing
the aggregate Shares and Series A Preferred Shares held by the reporting persons represent beneficial ownership of 9.8% of the
class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
46,150 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
46,150 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,150 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1 Includes
23,075 Shares issuable upon the conversion of 46.15 Series A Preferred Shares. See Preliminary Note and Item 2.
13G
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Offshore Investors II, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 615,385 Shares (as defined in Item 2) and hold Series A Preferred Shares
(as defined in the Preliminary Note) convertible into an aggregate of 615,385 Shares. Accordingly, as of the date of this filing
the aggregate Shares and Series A Preferred Shares held by the reporting persons represent beneficial ownership of 9.8% of the
class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
498,470 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
498,470 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
498,470 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.1% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1 Includes
249,235 Shares issuable upon the conversion of 498.47 Series A Preferred Shares. See Preliminary Note and Item 2.
13G
1
|
NAMES OF REPORTING PERSONS
Farallon Capital (AM) Investors, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 615,385 Shares (as defined in Item 2) and hold Series A Preferred Shares
(as defined in the Preliminary Note) convertible into an aggregate of 615,385 Shares. Accordingly, as of the date of this filing
the aggregate Shares and Series A Preferred Shares held by the reporting persons represent beneficial ownership of 9.8% of the
class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
18,450 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
18,450 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,450 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1 Includes
9,225 Shares issuable upon the conversion of 18.45 Series A Preferred Shares. See Preliminary Note and Item 2.
13G
1
|
NAMES OF REPORTING PERSONS
Farallon Capital F5 Master I, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 615,385 Shares (as defined in Item 2) and hold Series A Preferred Shares
(as defined in the Preliminary Note) convertible into an aggregate of 615,385 Shares. Accordingly, as of the date of this filing
the aggregate Shares and Series A Preferred Shares held by the reporting persons represent beneficial ownership of 9.8% of the
class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
49,250 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
49,250 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,250 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1 Includes
24,625 Shares issuable upon the conversion of 49.25 Series A Preferred Shares. See Preliminary Note and Item 2.
13G
1
|
NAMES OF REPORTING PERSONS
Farallon Partners, L.L.C.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 615,385 Shares (as defined in Item 2) and hold Series A Preferred Shares
(as defined in the Preliminary Note) convertible into an aggregate of 615,385 Shares. Accordingly, as of the date of this filing
the aggregate Shares and Series A Preferred Shares held by the reporting persons represent beneficial ownership of 9.8% of the
class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
1,181,520 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
1,181,520 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,181,520 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
1 Includes
590,760 Shares issuable upon the conversion of 1,181.52 Series A Preferred Shares. See Preliminary Note and Item 2.
13G
1
|
NAMES OF REPORTING PERSONS
Farallon Institutional (GP) V, L.L.C.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 615,385 Shares (as defined in Item 2) and hold Series A Preferred Shares
(as defined in the Preliminary Note) convertible into an aggregate of 615,385 Shares. Accordingly, as of the date of this filing
the aggregate Shares and Series A Preferred Shares held by the reporting persons represent beneficial ownership of 9.8% of the
class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
46,150 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
46,150 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,150 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
1 Includes
23,075 Shares issuable upon the conversion of 46.15 Series A Preferred Shares. See Preliminary Note and Item 2.
13G
1
|
NAMES OF REPORTING PERSONS
Farallon F5 (GP), L.L.C.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 615,385 Shares (as defined in Item 2) and hold Series A Preferred Shares
(as defined in the Preliminary Note) convertible into an aggregate of 615,385 Shares. Accordingly, as of the date of this filing
the aggregate Shares and Series A Preferred Shares held by the reporting persons represent beneficial ownership of 9.8% of the
class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
49,250 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
49,250 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,250 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
1 Includes
24,625 Shares issuable upon the conversion of 49.25 Series A Preferred Shares. See Preliminary Note and Item 2.
13G
1
|
NAMES OF REPORTING PERSONS
Philip D. Dreyfuss
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 615,385 Shares (as defined in Item 2) and hold Series A Preferred Shares
(as defined in the Preliminary Note) convertible into an aggregate of 615,385 Shares. Accordingly, as of the date of this filing
the aggregate Shares and Series A Preferred Shares held by the reporting persons represent beneficial ownership of 9.8% of the
class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
1,230,770 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
1,230,770 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,230,770 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1 Includes
615,385 Shares issuable upon the conversion of 1,230.77 Series A Preferred Shares. See Preliminary Note and Item 2.
13G
1
|
NAMES OF REPORTING PERSONS
Michael B. Fisch
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 615,385 Shares (as defined in Item 2) and hold Series A Preferred Shares
(as defined in the Preliminary Note) convertible into an aggregate of 615,385 Shares. Accordingly, as of the date of this filing
the aggregate Shares and Series A Preferred Shares held by the reporting persons represent beneficial ownership of 9.8% of the
class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
1,230,770 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
1,230,770 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,230,770 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1 Includes
615,385 Shares issuable upon the conversion of 1,230.77 Series A Preferred Shares. See Preliminary Note and Item 2.
13G
1
|
NAMES OF REPORTING PERSONS
Richard B. Fried
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 615,385 Shares (as defined in Item 2) and hold Series A Preferred Shares
(as defined in the Preliminary Note) convertible into an aggregate of 615,385 Shares. Accordingly, as of the date of this filing
the aggregate Shares and Series A Preferred Shares held by the reporting persons represent beneficial ownership of 9.8% of the
class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
1,230,770 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
1,230,770 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,230,770 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1 Includes
615,385 Shares issuable upon the conversion of 1,230.77 Series A Preferred Shares. See Preliminary Note and Item 2.
13G
1
|
NAMES OF REPORTING PERSONS
David T. Kim
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 615,385 Shares (as defined in Item 2) and hold Series A Preferred Shares
(as defined in the Preliminary Note) convertible into an aggregate of 615,385 Shares. Accordingly, as of the date of this filing
the aggregate Shares and Series A Preferred Shares held by the reporting persons represent beneficial ownership of 9.8% of the
class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
1,230,770 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
1,230,770 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,230,770 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1 Includes
615,385 Shares issuable upon the conversion of 1,230.77 Series A Preferred Shares. See Preliminary Note and Item 2.
13G
1
|
NAMES OF REPORTING PERSONS
Monica R. Landry [See Item 2.]
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 615,385 Shares (as defined in Item 2) and hold Series A Preferred Shares
(as defined in the Preliminary Note) convertible into an aggregate of 615,385 Shares. Accordingly, as of the date of this filing
the aggregate Shares and Series A Preferred Shares held by the reporting persons represent beneficial ownership of 9.8% of the
class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
-0-
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
13G
1
|
NAMES OF REPORTING PERSONS
Michael G. Linn
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 615,385 Shares (as defined in Item 2) and hold Series A Preferred Shares
(as defined in the Preliminary Note) convertible into an aggregate of 615,385 Shares. Accordingly, as of the date of this filing
the aggregate Shares and Series A Preferred Shares held by the reporting persons represent beneficial ownership of 9.8% of the
class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
1,230,770 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
1,230,770 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,230,770 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1 Includes
615,385 Shares issuable upon the conversion of 1,230.77 Series A Preferred Shares. See Preliminary Note and Item 2.
13G
1
|
NAMES OF REPORTING PERSONS
Rajiv A. Patel
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 615,385 Shares (as defined in Item 2) and hold Series A Preferred Shares
(as defined in the Preliminary Note) convertible into an aggregate of 615,385 Shares. Accordingly, as of the date of this filing
the aggregate Shares and Series A Preferred Shares held by the reporting persons represent beneficial ownership of 9.8% of the
class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
1,230,770 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
1,230,770 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,230,770 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1 Includes
615,385 Shares issuable upon the conversion of 1,230.77 Series A Preferred Shares. See Preliminary Note and Item 2.
13G
1
|
NAMES OF REPORTING PERSONS
Thomas G. Roberts, Jr.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 615,385 Shares (as defined in Item 2) and hold Series A Preferred Shares
(as defined in the Preliminary Note) convertible into an aggregate of 615,385 Shares. Accordingly, as of the date of this filing
the aggregate Shares and Series A Preferred Shares held by the reporting persons represent beneficial ownership of 9.8% of the
class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
1,230,770 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
1,230,770 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,230,770 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1 Includes
615,385 Shares issuable upon the conversion of 1,230.77 Series A Preferred Shares. See Preliminary Note and Item 2.
13G
1
|
NAMES OF REPORTING PERSONS
William Seybold
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 615,385 Shares (as defined in Item 2) and hold Series A Preferred Shares
(as defined in the Preliminary Note) convertible into an aggregate of 615,385 Shares. Accordingly, as of the date of this filing
the aggregate Shares and Series A Preferred Shares held by the reporting persons represent beneficial ownership of 9.8% of the
class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
1,230,770 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
1,230,770 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,230,770 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1 Includes
615,385 Shares issuable upon the conversion of 1,230.77 Series A Preferred Shares. See Preliminary Note and Item 2.
13G
1
|
NAMES OF REPORTING PERSONS
Andrew J. M. Spokes
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 615,385 Shares (as defined in Item 2) and hold Series A Preferred Shares
(as defined in the Preliminary Note) convertible into an aggregate of 615,385 Shares. Accordingly, as of the date of this filing
the aggregate Shares and Series A Preferred Shares held by the reporting persons represent beneficial ownership of 9.8% of the
class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
1,230,770 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
1,230,770 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,230,770 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1 Includes
615,385 Shares issuable upon the conversion of 1,230.77 Series A Preferred Shares. See Preliminary Note and Item 2.
13G
1
|
NAMES OF REPORTING PERSONS
John R. Warren
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 615,385 Shares (as defined in Item 2) and hold Series A Preferred Shares
(as defined in the Preliminary Note) convertible into an aggregate of 615,385 Shares. Accordingly, as of the date of this filing
the aggregate Shares and Series A Preferred Shares held by the reporting persons represent beneficial ownership of 9.8% of the
class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
1,230,770 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
1,230,770 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,230,770 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1 Includes
615,385 Shares issuable upon the conversion of 1,230.77 Series A Preferred Shares. See Preliminary Note and Item 2.
13G
1
|
NAMES OF REPORTING PERSONS
Mark C. Wehrly
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 615,385 Shares (as defined in Item 2) and hold Series A Preferred Shares
(as defined in the Preliminary Note) convertible into an aggregate of 615,385 Shares. Accordingly, as of the date of this filing
the aggregate Shares and Series A Preferred Shares held by the reporting persons represent beneficial ownership of 9.8% of the
class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
1,230,770 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
1,230,770 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,230,770 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1 Includes
615,385 Shares issuable upon the conversion of 1,230.77 Series A Preferred Shares. See Preliminary Note and Item 2.
This Amendment No. 1 to Schedule 13G
amends and restates in its entirety the Schedule 13G initially filed on September 9, 2019 (together with all prior and current
amendments thereto, this “Schedule 13G”).
Preliminary Note:
As of the date of this report, the Farallon
Funds hold an aggregate of: (i) 615,385 Shares; and (ii) 1,230.77 shares of Series A Convertible Preferred Stock (“Series
A Preferred Shares”) of the Company, each of which is convertible by its holder, pursuant to the terms thereof, into
500 Shares, for an aggregate of 615,385 Shares.
Series A Preferred
Shares are convertible at any time at the option of their holder, provided, that Series A Preferred Shares may not be converted
to the extent that, after giving effect to such conversion, the converting holder (together with its affiliates and certain other
persons) would beneficially own more than 9.99% of the Shares then outstanding. As of the date hereof, such provision does not
limit the ability of the Farallon Funds to convert the Series A Preferred Shares held by them. Accordingly, the beneficial ownership
calculations set forth in this report include the aggregate 615,385 Shares issuable upon the conversion of the aggregate 1,230.77
Series A Preferred Shares held by the Farallon Funds.
Capitalized terms used
in this Preliminary Note without definitions have the meanings ascribed to them below.
DermTech, Inc. (the “Company”)
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
11099 N. Torrey Pines Road, Suite 100
La Jolla, CA 92037
|
Item 2.
|
Identity and Background
|
Title of Class of Securities and CUSIP
Number (Items 2(d) and (e))
This statement relates
to shares of common stock, par value $0.0001 per share (the “Shares”), of the Company. The CUSIP number of the
Shares is 24984K105.
Name of Persons Filing, Address of Principal Business
Office and Citizenship (Items 2(a), (b) and (c))
This statement is filed
by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”.
The Farallon Funds
|
(i)
|
Farallon Capital Partners, L.P., a California limited partnership (“FCP”), with
respect to the Shares held by it and the Shares it has the right to acquire upon the conversion of Series A Preferred Shares;
|
|
(ii)
|
Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”),
with respect to the Shares held by it and the Shares it has the right to acquire upon the conversion of Series A Preferred Shares;
|
|
(iii)
|
Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP
II”), with respect to the Shares held by it and the Shares it has the right to acquire upon the conversion of Series
A Preferred Shares;
|
|
(iv)
|
Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP
III”), with respect to the Shares held by it and the Shares it has the right to acquire upon the conversion of Series
A Preferred Shares;
|
|
(v)
|
Four Crossings Institutional Partners V, L.P., a Delaware limited partnership (“FCIP V”),
with respect to the Shares held by it and the Shares it has the right to acquire upon the conversion of Series A Preferred Shares;
|
|
(vi)
|
Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership (“FCOI
II”), with respect to the Shares held by it and the Shares it has the right to acquire upon the conversion of Series
A Preferred Shares;
|
|
(vii)
|
Farallon Capital (AM) Investors, L.P., a Delaware limited partnership (“FCAMI”),
with respect to the Shares held by it and the Shares it has the right to acquire upon the conversion of Series A Preferred Shares;
and
|
|
(viii)
|
Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership (“F5MI”),
with respect to the Shares held by it and the Shares it has the right to acquire upon the conversion of Series A Preferred Shares.
|
FCP, FCIP, FCIP II,
FCIP III, FCIP V, FCOI II, FCAMI and F5MI are together referred to herein as the “Farallon Funds.”
The Farallon General Partner
|
(ix)
|
Farallon Partners, L.L.C., a Delaware limited liability company (the “Farallon General
Partner”), which is (i) the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and (ii) the sole
member of the FCIP V General Partner (as defined below), with respect to the Shares held by each of the Farallon Funds other than
F5MI and the Shares each of the Farallon Funds other than F5MI has the right to acquire upon the conversion of Series A Preferred
Shares.
|
The FCIP V General Partner
|
(x)
|
Farallon Institutional (GP) V, L.L.C., a Delaware limited liability company (the “FCIP
V General Partner”), which is the general partner of FCIP V, with respect to the Shares held by FCIP V and the Shares
FCIP V has the right to acquire upon the conversion of Series A Preferred Shares.
|
The F5MI General Partner
|
(xi)
|
Farallon F5 (GP), L.L.C., a Delaware limited liability company (the “F5MI General Partner”),
which is the general partner of F5MI, with respect to the Shares held by F5MI and the Shares F5MI has the right to acquire upon
the conversion of Series A Preferred Shares.
|
The Farallon Individual Reporting Persons
|
(xii)
|
The
following persons, each of whom is a managing member or senior managing member, as the
case may be, of the Farallon General Partner and a manager or senior manager, as the
case may be, of the FCIP V General Partner and the F5MI General Partner, with respect
to the Shares held by the Farallon Funds and the Shares the Farallon Funds have the right
to acquire upon the conversion of Series A Preferred Shares: Philip D. Dreyfuss (“Dreyfuss”),
Michael B. Fisch (“Fisch”), Richard B. Fried (“Fried”),
David T. Kim (“Kim”), Michael G. Linn (“Linn”),
Rajiv A. Patel (“Patel”), Thomas G. Roberts, Jr. (“Roberts”),
William Seybold (“Seybold”), Andrew J. M. Spokes (“Spokes”),
John R. Warren (“Warren”) and Mark C. Wehrly (“Wehrly”).
|
Dreyfuss, Fisch,
Fried, Kim, Linn, Patel, Roberts, Seybold, Spokes, Warren and Wehrly are together referred to herein as the “Farallon
Individual Reporting Persons.”
This Schedule 13G
reports that effective December 31, 2019, Monica R. Landry (“Landry”) resigned as a member of the Farallon
General Partner, a manager of the FCIP V General Partner and a manager of the F5MI General Partner. Accordingly, as of that date,
Landry no longer may be deemed a beneficial owner of any Shares held by the Farallon Funds. Unless the context otherwise requires,
any reference herein to the “Farallon Individual Reporting Persons” shall not include Landry.
The citizenship
of each of the Farallon Funds, the Farallon General Partner, the FCIP V General Partner and the F5MI General Partner is set forth
above. Each of Landry and the Farallon Individual Reporting Persons, other than Spokes, is a citizen of the United States. Spokes
is a citizen of the United Kingdom. The address of the principal business office of each of the Reporting Persons is c/o Farallon
Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111.
|
Item 3.
|
If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether
the Person Filing Is an Entity Specified in (a) - (k):
|
Not applicable.
The information required
by Items 4(a) – (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein
by reference for each such Reporting Person.
The Shares and
Series A Preferred Shares reported hereby for the Farallon Funds are held directly by the Farallon Funds. The Farallon General
Partner, as general partner of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and the sole member of the FCIP V General Partner,
may be deemed to be a beneficial owner of all such Shares held, or acquirable upon the conversion of Series A Preferred Shares,
by the Farallon Funds other than F5MI. The FCIP V General Partner, as general partner of FCIP V, may be deemed to be a beneficial
owner of all such Shares held, or acquirable upon the conversion of Series A Preferred Shares, by FCIP V. The F5MI General Partner,
as general partner of F5MI, may be deemed to be a beneficial owner of all such Shares held, or acquirable upon the conversion
of Series A Preferred Shares, by F5MI. Each of the Farallon Individual Reporting Persons, as a managing member or senior managing
member, as the case may be, of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V
General Partner and the F5MI General Partner, in each case with the power to exercise investment discretion, may be deemed to
be a beneficial owner of all such Shares held, or acquirable upon the conversion of Series A Preferred Shares, by the Farallon
Funds. Each of the Farallon General Partner, the FCIP V General Partner, the F5MI General Partner and the Farallon Individual
Reporting Persons hereby disclaims any beneficial ownership of any such Shares.
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
Not applicable.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
|
Not applicable.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person
|
Not applicable.
|
Item 8.
|
Identification and Classification of Members of the Group
|
The Reporting Persons
are filing this Schedule 13G pursuant to Section 240.13d-1(c). Consistent with Item 2 of the cover page for each Reporting Person
above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.
|
Item 9.
|
Notice of Dissolution of Group
|
Not applicable.
Item 10. Certification
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, other than activities solely
in connection with a nomination under §240.14a-11.
SIGNATURES
After reasonable inquiry
and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: February 13, 2020
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FARALLON PARTNERS, L.L.C.,
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On its own behalf and
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As the General Partner of
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FARALLON CAPITAL PARTNERS, L.P.,
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FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
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FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
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FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
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Farallon Capital Offshore Investors II, L.P. and
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FARALLON CAPITAL (AM) INVESTORS, L.P.
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By Michael B. Fisch, Managing Member
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FARALLON INSTITUTIONAL (GP) V, L.L.C.
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On its own behalf and
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As the General Partner of
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FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.
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By Michael B. Fisch, Manager
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FARALLON F5 (GP), L.L.C.
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On its own behalf and
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As the General Partner of
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FARALLON CAPITAL F5 MASTER I, L.P.
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By Michael B. Fisch, Manager
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Michael B. Fisch, individually and as attorney-in-fact for each of Philip D.
Dreyfuss, Richard B. Fried, David T. Kim, Monica R. Landry, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., William
Seybold, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly
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The Power of Attorney executed by Landry
authorizing Fisch to sign and file this Schedule 13G on her behalf, which was filed as an exhibit to the Schedule 13D filed with
the Securities and Exchange Commission (the “SEC”) on August 26, 2014 by such Reporting Person with respect
to the Common Stock of Town Sports International Holdings Inc., is hereby incorporated by reference. The Powers of Attorney executed
by each of Dreyfuss, Fried, Kim, Linn, Patel, Roberts, Seybold, Spokes, Warren and Wehrly authorizing Fisch to sign and file this
Schedule 13G on his behalf, which were filed as exhibits to the Schedule 13G filed with the SEC on February 13, 2020 by such Reporting
Persons with respect to the Common Stock of Broadmark Realty Capital Inc., are hereby incorporated by reference.
EXHIBIT INDEX
EXHIBIT 1
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Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
(previously filed)
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Page 31 of 31 Pages
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