SEC Form 3 · accession 0001140361-15-038101
KERYX BIOPHARMACEUTICALS INC · KERX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Oct 14, 2015
Accepted (ET)
Oct 20, 2015 · 5:26 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001114220
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 42,016,276 | I | See footnote 1. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Zero Coupon Convertible Senior Notes due 2020F2,F1,F3,F4 | $3.74 | holding | — | — | — | Jul 1, 2016 | Oct 15, 2020 | Common Stock Equivalents | 17,197,861 | — | I |
Explanation of responses
- F1This statement on Form 3 is being jointly filed by The Baupost Group, L.L.C. ("Baupost"), SAK Corporation and Seth A. Klarman. Baupost is a registered investment adviser and acts as an investment adviser and general partner to various private investment limited partnerships. SAK Corporation is the Manager of Baupost. Mr. Klarman, as the sole shareholder of SAK Corporation and a controlling person of Baupost, may be deemed to have beneficial ownership under Section 13 of the Securities Exchange Act of 1934, as amended, of the securities beneficially owned by Baupost. Securities reported on this statement on Form 3 as being beneficially owned by Baupost were purchased on behalf of certain of such partnerships. The Reporting Persons disclaim beneficial ownership of the securities except to the extent of their pecuniary interest therein.
- F2Prior to shareholder approval authorizing the issuance of a sufficient number of additional shares to settle the conversion of the reported security in shares of common stock, the reported security is convertible only into cash based on an initial conversion rate of 267.3797 shares of common stock per $1,000 principal amount of notes. From and after shareholder approval, the reported security is convertible only into shares of common stock at the same initial conversion rate.
- F3Upon certain fundamental changes of the company, the reported securities become immediately convertible.
- F4Represents the number of common stock equivalents underlying the reported securities.