Amended Statement of Ownership (sc 13g/a)
February 14 2020 - 7:10AM
Edgar (US Regulatory)
|
UNITED STATES
|
|
|
SECURITIES AND EXCHANGE COMMISSION
|
|
|
Washington, D.C. 20549
|
|
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 5)*
Eagle
Pharmaceuticals, Inc.
(Name of Issuer)
Common
Stock, $0.001 par value per share
(Title of Class of Securities)
269796108
(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:
¨
|
Rule 13d-1(b)
|
¨
|
Rule 13d-1(c)
|
x
|
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).
|
1
|
Name of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
Scott Tarriff
|
|
|
2
|
Check the Appropriate Box if a Member of a Group*
|
|
|
(a)
|
¨
|
|
|
(b)
|
x (1)
|
|
|
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
970,232 (See Item 4 herein)
|
|
6
|
Shared Voting Power
1,168,984 (See Item 4 herein)
|
|
7
|
Sole Dispositive Power
970,232 (See Item 4 herein)
|
|
8
|
Shared Dispositive Power
1,168,984 (See Item 4 herein)
|
|
|
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
2,139,216 (See Item 4 herein)
|
|
|
10
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares* ¨
|
|
|
11
|
Percent of Class Represented by Amount in Row (9)
14.93% (See Item 4 herein)
|
|
|
12
|
Type of Reporting Person*
IN
|
(1) This Schedule 13G is filed by Scott Tarriff, Tarriff 2016
Generation Skipping Exempt Family Trust DTD 12/28/2016 and Michael Graves (collectively, the “Reporting Persons”).
The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
|
1
|
Name of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
Tarriff 2016 Generation Skipping Exempt Family Trust DTD 12/28/2016
|
|
|
2
|
Check the Appropriate Box if a Member of a Group*
|
|
|
(a)
|
¨
|
|
|
(b)
|
x (1)
|
|
|
3
|
SEC Use Only
|
|
|
4
|
Citizenship or Place of Organization
New Jersey
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5
|
Sole Voting Power
0 (See Item 4 herein)
|
|
6
|
Shared Voting Power
992,623 (See Item 4 herein)
|
|
7
|
Sole Dispositive Power
0 (See Item 4 herein)
|
|
8
|
Shared Dispositive Power
992,623 (See Item 4 herein)
|
|
|
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
992,623 (See Item 4 herein)
|
|
|
10
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares* ¨
|
|
|
11
|
Percent of Class Represented by Amount in Row (9)
7.28% (See Item 4 herein)
|
|
|
12
|
Type of Reporting Person*
OO
|
(1) The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13G.
|
1
|
Name of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
Michael Graves
|
|
|
2
|
Check the Appropriate Box if a Member of a Group*
|
|
|
(a)
|
¨
|
|
|
(b)
|
x (1)
|
|
|
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
90,040 (See Item 4 herein)
|
|
6
|
Shared Voting Power
992,623 (See Item 4 herein)
|
|
7
|
Sole Dispositive Power
90,040 (See Item 4 herein)
|
|
8
|
Shared Dispositive Power
992,623 (See Item 4 herein)
|
|
|
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
1,082,663 (See Item 4 herein)
|
|
|
10
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares* ¨
|
|
|
11
|
Percent of Class Represented by Amount in Row (9)
7.89% (See Item 4 herein)
|
|
|
12
|
Type of Reporting Person*
IN
|
(1) The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13G.
Item 1.
|
|
(a)
|
Name of Issuer
Eagle Pharmaceuticals, Inc.
|
|
(b)
|
Address of Issuer’s Principal Executive Offices
50 Tice Boulevard, Suite 315
Woodcliff Lake, NJ 07677
|
|
Item 2.
|
|
(a)
|
Name of Person Filing
Scott Tarriff,
Tarriff 2016 Generation Skipping Exempt Family Trust DTD 12/28/2016,
Michael Graves
(together, the “Reporting Persons”)
|
|
(b)
|
Address of Principal Business Office or, if none, Residence
The address for the principal business office of Scott Tarriff
is:
c/o Eagle Pharmaceuticals, Inc.
50 Tice Boulevard, Suite 315
Woodcliff Lake, NJ 07677
The address for the principal business office of the Tarriff
2016 Generation Skipping Exempt Family Trust DTD 12/28/2016 is:
1246 University Avenue West
Suite 463
St. Paul, MN 55104
The address for the residence of Michael Graves is:
1246 University Avenue West
Suite 463
St. Paul, MN 55104
|
|
(c)
|
Citizenship
Scott Tarriff - United States
Tarriff 2016 Generation Skipping Exempt Family Trust DTD 12/28/2016
– New Jersey
Michael Graves - United States
|
|
(d)
|
Title of Class of Securities
Common Stock, $0.001 par value per share (the “Common Stock”)
|
|
(e)
|
CUSIP Number
269796108
|
|
Item 3.
|
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:
Not applicable
|
|
(a)
|
o
|
Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
|
|
(b)
|
o
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
(c)
|
o
|
Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
|
|
(d)
|
o
|
Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).
|
|
(e)
|
o
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
o
|
An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
o
|
A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
o
|
A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
o
|
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);
|
|
(j)
|
o
|
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
o
|
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
|
|
If filing as a non-U.S. institution in accordance
with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________.
|
Item 4.
|
Ownership.
|
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
|
|
(a)
|
Amount beneficially owned:
As of December 31, 2019, Mr. Tarriff beneficially owned 2,139,216
shares of the Issuer’s Common Stock consisting of (i) 269,918 shares of Common Stock owned directly by him, (ii) 176,361
shares of Common Stock held by Janney Montgomery Scott LLC CUST FBO Scott Tarriff IRA for the Benefit of Mr. Tarriff (the “IRA
Trust”), of which Mr. Tarriff is a trustee and, as such, may be deemed to share voting and dispositive power with respect
to all shares held by the IRA Trust, (iii) options to purchase 684,989 shares of Common Stock exercisable within 60 days of December
31, 2019, (iv) 15,325 shares of Common Stock underlying restricted stock units (“RSUs”) that will vest within 60 days
of December 31, 2019 and (v) 992,623 shares of Common Stock held by the Tarriff 2016 Generation Skipping Exempt Family Trust DTD
12/28/2016 (the “Family Trust”) for the benefit of Mr. Tarriff’s spouse and three children, of which Mr. Graves
is the trustee, and as such, while Mr. Tarriff may be deemed to share voting and dispositive power with respect to all shares held
by the Family Trust, Mr. Tarriff disclaims beneficial ownership with respect to such shares in the Family Trust, except to the
extent of his pecuniary interest therein. Mr. Tarriff’s beneficial ownership does not include 63,000 shares of Common Stock
underlying performance-based restricted stock units that are subject to vesting on January 1, 2021 to the extent that certain performance
objectives are achieved.
As of December 31, 2019, Mr. Graves beneficially owned 1,082,663
shares of the Issuer’s Common Stock consisting of (i) 1,000 shares of Common Stock owned directly by him, (ii) options to
purchase 89,040 shares of Common Stock exercisable within 60 days of December 31, 2019 and (iii) 992,623 shares of Common Stock
held by the Family Trust for the benefit of Mr. Tarriff’s spouse and three children, of which Mr. Graves is the trustee.
Mr. Graves disclaims any pecuniary interest with respect to such shares in the Family Trust.
|
|
(b)
|
Percent of class:
For Mr. Tarriff: based on 13,630,159 shares of the Issuer’s
Common Stock issued and outstanding as of December 31, 2019 (which does not include 2,907,687 treasury shares) as reported by the
Issuer to the Reporting Person and assumes the exercise of 684,989 options held by Mr. Tarriff that are exercisable, and the vesting
of 15,325 RSUs that are held Mr. Tarriff that will vest, within 60 days of December 31, 2019. As of December 31, 2019, the 2,139,216
shares of the Issuer’s Common Stock beneficially owned by Mr. Tarriff represented 14.93% of such shares outstanding.
For the Tarriff 2016 Generation Skipping Exempt Family Trust
DTD 12/28/2016: based on 13,630,159 shares of the Issuer’s Common Stock issued and outstanding as of December 31, 2019 (which
does not include 2,907,687 treasury shares) as reported by the Issuer to the Reporting Person. As of December 31, 2019, the 992,623
shares of the Issuer’s Common Stock beneficially owned by the Tarriff 2016 Generation Skipping Exempt Family Trust DTD 12/28/2016
represented 7.28% of such shares outstanding.
For Mr. Graves: based on 13,630,159 shares of the Issuer’s
Common Stock issued and outstanding as of December 31, 2019 (which does not include 2,907,687 treasury shares) as reported by the
Issuer to the Reporting Person and assumes the exercise of 89,040 options held by Mr. Graves that are exercisable within 60 days
of December 31, 2019. As of December 31, 2019, the 1,082,663 shares of the Issuer’s Common Stock beneficially owned by Mr.
Graves represented 7.89% of such shares outstanding.
|
|
(c)
|
Number of shares as to which the person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote:
Scott Tarriff – 970,232
Tarriff 2016 Generation Skipping Exempt Family Trust DTD 12/28/2016
– 0
Michael Graves – 90,040
|
|
|
(ii)
|
Shared power to vote or to direct the vote:
Scott Tarriff – 1,168,984
Tarriff 2016 Generation Skipping Exempt Family Trust DTD 12/28/2016
– 992,623
Michael Graves – 992,623
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
Scott Tarriff – 970,232
Tarriff 2016 Generation Skipping Exempt Family Trust DTD 12/28/2016
– 0
Michael Graves – 90,040
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
Scott Tarriff – 1,168,984
Tarriff 2016 Generation Skipping Exempt Family Trust DTD 12/28/2016
– 992,623
Michael Graves – 992,623
|
|
Instruction. For computations regarding securities which
represent a right to acquire an underlying security see §240.13d-3(d)(1).
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
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 o.
|
|
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.
|
Not applicable
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Not applicable
|
|
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable
|
|
Not applicable
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.
February 14, 2020
|
|
|
|
|
By:
|
/s/ Scott Tarriff
|
|
|
Scott Tarriff
|
|
|
|
|
|
|
|
Tarriff 2016 Generation Skipping Exempt Family Trust DTD
12/28/2016
|
|
|
|
|
|
|
|
By:
|
/s/
Michael Graves
|
|
Name:
|
Michael Graves
|
|
Title:
|
Trustee
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Graves
|
|
|
Michael Graves
|
Eagle Pharmaceuticals (NASDAQ:EGRX)
Historical Stock Chart
From Aug 2024 to Sep 2024
Eagle Pharmaceuticals (NASDAQ:EGRX)
Historical Stock Chart
From Sep 2023 to Sep 2024