Amended Statement of Ownership (sc 13g/a)
February 02 2023 - 12:37PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Ampio Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $.0001 par value per share
(Title of Class of Securities)
03209T109
(CUSIP Number)
December 31, 2022**
(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)
| * |
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.
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| ** |
Date of the most recent required filing.
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The information 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).
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Bruce E. Terker (1)
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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
0
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6 |
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SHARED VOTING POWER
960,150 (1)
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7 |
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SOLE DISPOSITIVE POWER
0
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8 |
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SHARED DISPOSITIVE POWER
960,150 (1)
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
960,150 (1)
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10 |
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CHECK BOX 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)
6.36%
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12 |
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TYPE OF REPORTING PERSON (see instructions)
IN
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Ballyshannon Partners, L.P. (IRS Identification No.
23-2751854) (2)
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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
0
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6 |
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SHARED VOTING POWER
454,223 (2)
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7 |
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SOLE DISPOSITIVE POWER
0
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8 |
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SHARED DISPOSITIVE POWER
454,223 (2)
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
454,223 (2)
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10 |
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CHECK BOX 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)
3.01%
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12 |
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TYPE OF REPORTING PERSON (see instructions)
PN
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Ballyshannon Family Partnership, L.P. (IRS
Identification No. 23-3086095) (3)
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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
0
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6 |
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SHARED VOTING POWER
179,378 (3)
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7 |
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SOLE DISPOSITIVE POWER
0
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8 |
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SHARED DISPOSITIVE POWER
179,378 (3)
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
179,378 (3)
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10 |
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CHECK BOX 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)
1.19%
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12 |
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TYPE OF REPORTING PERSON (see instructions)
PN
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Insignia Partners, L.P. (Identification No. 23-3054280)
(4)
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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
0
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6 |
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SHARED VOTING POWER
0 (4)
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7 |
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SOLE DISPOSITIVE POWER
0
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8 |
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SHARED DISPOSITIVE POWER
0 (4)
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0 (4)
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10 |
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CHECK BOX 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)
0.00%
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12 |
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TYPE OF REPORTING PERSON (see instructions)
PN
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Odyssey Capital Group, L.P. (Identification No.
23-2600849) (5)
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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
0
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6 |
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SHARED VOTING POWER
326,549 (5)
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7 |
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SOLE DISPOSITIVE POWER
0
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8 |
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SHARED DISPOSITIVE POWER
326,549 (5)
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
326,549 (5)
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10 |
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CHECK BOX 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)
2.16%
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12 |
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TYPE OF REPORTING PERSON (see instructions)
PN
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CUSIP No. 03209T109
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| Iten 1(a). |
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Name of Issuer |
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Ampio Pharnaceuticals, Inc. |
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| Item 1(b). |
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Address of Issuer’s Principal Executive
Offices: |
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373 Inverness Parkway, Suite 200 |
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Englewood, CO 80112 |
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| Item 2(a). |
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Name of Person Filing: |
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Bruce E. Terker (1)* |
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Ballyshannon Partners, L.P. (2) |
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Ballyshannon Family Partnership, L.P. (3) |
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Insignia Partners, L.P. (4) |
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Odyssey Capital Group, L.P. (5) |
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| Item 2(b). |
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Address of Principal Business Office or, in none,
Residence: |
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950 West Valley Road, Suite 2900 |
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Wayne, PA 19087 |
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| Item 2(c). |
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Citizenship: |
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Bruce E. Terker is a US Citizen (1) |
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Ballyshannon Partners, L.P. – Pennsylvania USA
(2) |
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Ballyshannon Family Partnership, L.P. –
Pennsylvania USA (3) |
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Insignia Partners, L.P. – Pennsylvania, USA
(4) |
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Odyssey Capital Group, L.P. – Pennsylvania, USA
(5) |
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| Item 2(d). |
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Title of Class of Securities: |
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Common Stock, $.0001 par value per share |
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| Item 2(e). |
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CUSIP Number 03209T109 |
| * |
Bruce E. Terker is the Sole Owner of Ballyshannon
Partners, Inc., the General Partner of (2) Ballyshannon
Partners, L.P., (3) Ballyshannon Family Partnership, L.P., (4)
Insignia Partners, L.P. and is the Sole Owner of Odyssey Capital
Group, Inc., the General Partner of (5) Odyssey Capital Group,
L.P.
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CUSIP No. 03209T109
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Item 3.
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If this Statement is filed pursuant to 240.13d-1(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; |
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(b) |
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☐ |
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Bank as defined in Section 3(a)(6) of the
Act; |
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(c) |
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☐ |
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Insurance company as defined in
Section 3(a)(19) of the Act; |
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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; |
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(e) |
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☐ |
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An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E); |
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(f) |
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☐ |
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An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F); |
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(g) |
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☐ |
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A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G); |
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(h) |
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☐ |
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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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☐ |
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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; |
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(j) |
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☐ |
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A non-U.S.
institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
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(k) |
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☐ |
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a
non-U.S. institution in
accordance with Rule 240.13-d1(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.
* Bruce E. Terker is the beneficial owner of 960,150 shares of
common stock. Bruce E. Terker is the Sole
Owner of Ballyshannon Partners, Inc., the General Partner of
(2) Ballyshannon Partners, L.P., (3) Ballyshannon Family
Partnership, L.P., (4) Insignia Partners, L.P., and is the Sole
Owner of Odyssey Capital Group, Inc. the General Partner of
(5) Odyssey Capital Group, L.P.
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(a) Amount Beneficially Owned
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(1) 960,150 |
| (Mr. Terker may be
deemed a beneficial owner of the shares held by |
| (2) Ballyshannon
Partners, L.P., (3) Ballyshannon Family Partnership, L.P., |
(4) Insignia Partners,
L.P. and (5) Odyssey Capital Group, L.P. because
he is the sole owner of the General Partner of those
partnerships.) |
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(2) 454,223
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(3) 179,378
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(4) 0 |
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(5) 326,549
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(b) Percent of Class:
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(1) 6.36% |
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(2) 3.01%
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(3) 1.19%
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(4) 0.00%
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(5) 2.16%
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(c) Number of shares as to which such person has:
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(i) sole power to vote or to direct the vote:
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0 |
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(ii) shared power to vote or to direct the vote:
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(1) 960.150 |
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(2) 454,223
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(3) 179,378
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(4) 0 |
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(5) 326,549
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(iii) sole power to dispose or direct the disposition of:
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0 |
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(iv) shared power to dispose or to direct the disposition of:
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(1) 960,150 |
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(2) 454,223
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(3) 179,378
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(4) 0 |
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(5) 326,549
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CUSIP No. 03209T109
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 ☐
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding
Company.
N/A
Item 8. Identification and Classification of Members of the
Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
N/A
CUSIP No. 03209T109
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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| Date: February 2,
2023 |
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/s/ Bruce E. Terker |
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Bruce E. Terker |
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Ballyshannon Partners,
L.P. |
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By: Ballyshannon Partners,
Inc., its General Partner |
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By: |
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/s/
Bruce E. Terker |
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Name: |
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Bruce E. Terker |
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Title: |
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President of the General Partner |
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Ballyshannon Family Partnership, L.P.
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By: Ballyshannon Partners,
Inc., its General Partner |
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By: |
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/s/
Bruce E. Terker |
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Name: |
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Bruce E. Terker |
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Title: |
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President of the General Partner |
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Insignia Partners, L.P.
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By: Ballyshannon Partners,
Inc., its General Partner |
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By: |
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/s/
Bruce E. Terker |
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Name: |
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Bruce E. Terker |
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Title: |
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President of the General Partner |
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Odyssey Capital Group, L.P.
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By: Odyssey Capital Group,
Inc., its General Partner |
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By: |
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/s/
Bruce E. Terker |
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Name: |
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Bruce E. Terker |
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Title: |
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Chairman of the General Partner |
CUSIP No. 03209T109
AGREEMENT TO JOINTLY FILE SCHEDULE 13G
AGREEMENT dated as of February 2, 2023 by and among Bruce E.
Terker, Ballyshannon Partners, L.P., Ballyshannon Family
Partnership, L.P., Insignia Partners, L.P. and Odyssey Capital
Group, L.P. (collectively, the “Reporting Persons”).
WHEREAS, pursuant to paragraph (k) of Rule 13d-1 promulgated under Subsection
12(d)(1) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), the Reporting Persons hereto have decided to
satisfy their filing obligation under the Exchange Act by a single
joint filing:
NOW, THEREFORE, the Reporting Persons hereby agree as follows:
| 1. |
The Schedule 13G with respect to Ampio
Pharmaceuticals, Inc. to which this is attached as Exhibit A, is
filed on behalf of each of the Reporting Persons.
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| 2. |
Each Reporting Person is responsible for the
completeness and accuracy of the information concerning such
Reporting Person contained therein.
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IN WITNESS WHEREOF, the undersigned hereunto set their hands as of
the date first above written.
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| Date: February 2,
2023 |
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/s/ Bruce E. Terker |
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Bruce E. Terker |
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Ballyshannon Partners,
L.P. |
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By: Ballyshannon Partners,
Inc., its General Partner |
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By: |
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/s/
Bruce E. Terker |
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Name: |
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Bruce E. Terker |
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Title: |
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President of the General Partner |
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Ballyshannon Family Partnership, L.P.
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By: Ballyshannon Partners,
Inc., its General Partner |
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By: |
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/s/
Bruce E. Terker |
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Name: |
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Bruce E. Terker |
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Title: |
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President of the General Partner |
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Insignia Partners, L.P.
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By: Ballyshannon Partners,
Inc., its General Partner |
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By: |
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/s/
Bruce E. Terker |
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Name: |
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Bruce E. Terker |
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Title: |
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President of the General Partner |
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Odyssey Capital Group, L.P.
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By: Odyssey Capital Group,
Inc., its General Partner |
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By: |
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/s/
Bruce E. Terker |
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Name: |
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Bruce E. Terker |
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Title: |
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Chairman of the General Partner |
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