SEC Form 4 · accession 0000902664-15-000568
Nexvet Biopharma plc · NVET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Adage Capital Partners, L.P.
10% Owner
ADAGE CAPITAL PARTNERS GP LLC
10% Owner
Adage Capital Advisors, L.L.C.
10% Owner
Robert Atchinson
10% Owner
Phillip Gross
10% Owner
Period of report
Feb 10, 2015
Accepted (ET)
Feb 10, 2015 · 5:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001618561
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary Shares, $0.0125 nominal value ("Ordinary Shares")F1,F2 | Feb 10, 2014 | P | 275,000 | $10.00 | A | 275,000 | I | See footnotes |
| Ordinary SharesF3,F1,F2 | Feb 10, 2014 | C | 600,000 | — | A | 875,000 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Preference SharesF1,F2,F3 | — | Feb 10, 2014 | C | 600,000 | D | — | — | Ordinary Shares | 600,000 | 0 | I |
Explanation of responses
- F1The securities to which this filing relates are held directly by Adage Capital Partners, L.P., a Delaware limited partnership (the "Fund"). Adage Capital Partners GP, L.L.C., a Delaware limited liability company ("ACPGP"), serves as the general partner of the Fund and as such has discretion over the portfolio securities beneficially owned by the Fund. Adage Capital Advisors, L.L.C., a Delaware limited liability company ("ACA"), is the managing member of ACPGP and directs ACPGP's operations. Robert Atchinson and Phillip Gross are the managing members of ACPGP and ACA and general partners of the Fund.
- F2The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.
- F3Reflects the automatic conversion of the Series B Preference Shares into Ordinary Shares on a one-for-one basis upon the completion of the initial public offering of Issuer's Ordinary Shares.