SEC Form 4 · accession 0001140361-18-022806
KERYX BIOPHARMACEUTICALS INC · KERX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Seth A Klarman
10% Owner
BAUPOST GROUP LLC/MA
Director · 10% Owner
Baupost Group GP, L.L.C.
10% Owner
Period of report
May 8, 2018
Accepted (ET)
May 10, 2018 · 4:31 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001114220
Table I — non-derivative securities
No Table I lines on this filing.
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 2020F1,F2,F3 | $3.74 | May 8, 2018 | D | — | D | May 27, 2016 | Oct 15, 2020 | Common Stock | 33,422,459 | 0 | I |
| Zero Coupon Senior Convertible Notes due 2021F5,F1,F2,F4 | $4.63 | May 8, 2018 | A | — | A | May 9, 2018 | Oct 15, 2021 | Common Stock | 35,582,335 | — | I |
Explanation of responses
- F1This statement on Form 4 is being jointly filed by The Baupost Group, L.L.C. ("Baupost"), Baupost Group GP, LLC ("Baupost GP") and Seth A. Klarman ("Mr. Klarman") (collectively, the "Reporting Persons"). Baupost is a registered investment adviser. The principal business of Baupost is to act as an investment adviser to various private investment limited partnerships. Baupost GP, as the manager of Baupost, and Mr. Klarman, as the sole managing member of Baupost GP 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 (the "Exchange Act"), of the securities beneficially owned by Baupost. Securities reported on this Form 4 as being beneficially owned by Baupost were purchased on behalf of certain of such partnerships.
- F2(Continued from footnote 1) The Reporting Persons disclaim beneficial ownership of the securities indicated except to the extent of their pecuniary interest therein, and the reporting herein of such securities shall not be construed as an admission that the Reporting Persons are the beneficial owners thereof for purposes of Section 16 of the Exchange Act or for any other purpose. Each of the Reporting Persons may be deemed to be a director by deputization of the Issuer for purposes of Section 16(b)-3(d) of the Exchange Act because of the arrangements between Mark Enyedy and the Reporting Persons.
- F3Represents the number of shares of common stock of the Issuer underlying the outstanding principal amount of the Zero Coupon Senior Convertible Notes due 2020.
- F4Represents the number of shares of common stock of the Issuer underlying the outstanding principal amount of the Zero Coupon Senior Convertible Notes due 2021.
- F5In accordance with the Notes Exchange Agreement, dated as of May 8, 2018, the Baupost Entities agreed to exchange their $125 million principal amount of Zero Coupon Senior Convertible Notes due 2020, plus a cash payment of $10 million, for $164.75 million principal amount of Zero Coupon Senior Convertible Notes due 2021.