SEC Form 4 · accession 0001140361-17-000991
SYNERGY PHARMACEUTICALS, INC. · SGYP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
PAULSON & CO. INC.
10% Owner
Period of report
Jan 4, 2017
Accepted (ET)
Jan 6, 2017 · 4:39 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001347613
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stock, par value of $.0001F1,F2 | holding | — | — | — | 24,088,655 | I | By Managed Funds and Accounts |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Notional Principal Amount Derivative AgreementsF1,F2,F3,F4 | — | Jan 4, 2017 | J | 226,187 | D | — | — | Common stock, par value of $.0001 | 226,187 | 1,573,713 | I |
Explanation of responses
- F1Paulson & Co. Inc. ("Paulson") is an investment advisor registered under the Investment Advisors Act of 1940. Paulson is the investment manager of investment funds (the "Funds") and certain separately managed accounts (the "Separately Managed Accounts"). John Paulson is the controlling person of Paulson. All securities reported on this Form 4 are owned by the Funds or held in the Separately Managed Accounts.
- F2Each of Paulson and John Paulson may be deemed to indirectly beneficially own the securities directly owned by the Funds or held in the Separately Managed Accounts. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Act"), the filing of this Form 4 shall not be deemed an admission by any person reporting on this Form 4 that such person, for purposes of Section 16 of the Act or otherwise, is the beneficial owner of any equity securities covered by this Form 4.
- F3Notional principal amount derivative agreements (the "Derivative Agreement") in the form of a cash settled swaps entered into by the Funds representing a share equivalent of an aggregate of 1,573,713 shares of Common Stock at strike prices ranging from $5.1974 to $6.3774 and expiration dates ranging from 1/6/2017 to 2/8/2018. The Derivative Agreements provide the Funds with economic results that are comparable to the economic results of ownership of Common Stock payable on each settlement date applicable to the expiration or earlier termination of such Derivative Agreements, but does not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that are the subject of the Derivative Agreements (such shares, the "Subject Shares").
- F4Each of Paulson, the Funds, the Separately Managed Accounts and John Paulson disclaims beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions.