SEC Form 4 · accession 0001567619-18-007897
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
Dec 11, 2018
Accepted (ET)
Dec 13, 2018 · 4:02 pm EST
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,F2 | Dec 11, 2018 | A | 35,582,335 | $4.63 | A | 61,374,013 | I | See footnote 1 and 2 |
| Common StockF3,F1,F2 | Dec 11, 2018 | A | 4,000,000 | — | A | 65,374,013 | I | See footnote 1 and 2 |
| Common StockF4,F1,F2 | Dec 12, 2018 | D | 65,374,013 | — | D | 0 | I | See footnote 1 and 2 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Zero Coupon Senior Convertible Notes due 2021F3,F1,F2 | $4.63 | Dec 11, 2018 | M | — | D | May 9, 2018 | Oct 15, 2021 | Common Stock | 35,582,335 | 0 | 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.
- F3Pursuant to the terms of the Notes Conversion Agreement, dated as of June 28, 2018, by and among Keryx Biopharmaceuticals, Inc., Baupost Group Securities, L.L.C. and, with respect to certain sections only, Akebia Therapeutics, Inc., Baupost Group Securities, L.L.C. agreed to convert its Zero Coupon Senior Convertible Notes due 2021 pursuant to the terms of the governing indenture in exchange for, among other things, the receipt of 4,000,000 share of Common Stock.
- F4Pursuant to the terms of the Merger Agreement, dated as of June 28, 2018, by and among Keryx Biopharmaceuticals, Inc., Akebia Therapeutics, Inc. and Alpha Therapeutics Merger Sub Inc., upon the closing of the Merger specified therein, all shares of Common Stock held by the Reporting Persons (including all shares of Common Stock issued pursuant to the terms of the Notes Conversion Agreement) converted into common stock, par value $0.00001 per share, of Akebia Therapeutics, Inc.