SEC Form 4 · accession 0001104659-16-160114
NOVELION THERAPEUTICS INC. · NVLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Broadfin Healthcare Master Fund Ltd
10% Owner
Broadfin Capital, LLC
10% Owner
Kevin Kotler
Director · 10% Owner
Period of report
Nov 29, 2016
Accepted (ET)
Dec 1, 2016 · 4:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000827809
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Shares, without par valueF1,F2 | Nov 29, 2016 | A | 4,472,940 | — | A | 9,742,771 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants for Common Shares (Right to Buy)F4,F2,F3 | $0.00 | Nov 29, 2016 | A | 2,840,909 | A | — | Nov 29, 2026 | Common Shares | 2,840,909 | 2,840,909 | I |
Explanation of responses
- F1Received in exchange for 4,361,291 shares of Aegerion Pharmaceuticals, Inc. ("Aegerion") common stock pursuant to the Agreement and Plan of Merger, dated as of June 14, 2016, by and among the Issuer, Aegerion and Isotope Acquisition Corp. ("Isotope"), pursuant to which Isotope was merged with and into Aegerion, effective November 29, 2016. On the date prior to the effective time of the merger, the closing price of Aegerion's common stock was $1.87 per share and the closing price of the Issuer's common shares was $1.83 per share.
- F2The securities are held in the account of Broadfin Healthcare Master Fund, Ltd. ("Broadfin"), a private investment fund managed by Broadfin Capital, LLC and may be deemed to be beneficially owned by Kevin Kotler, managing member of Broadfin Capital, LLC. Each of Broadfin Capital, LLC, Broadfin and Kevin Kotler disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
- F3The securities are fully paid-up warrants to acquire common shares of the Issuer, pursuant to the Warrant Certificate, dated November 29, 2016 (the "Warrant Certificate"), by and between the Issuer and Broadfin, and the Unit Subscription Agreement, dated June 14, 2016 (the "Unit Subscription Agreement"), by and among the Issuer, Broadfin and the Investors (as defined in the Unit Subscription Agreement), as amended as applied to Broadfin on September 9, 2016, whereby Broadfin may acquire up to 2,840,909 common shares of the Issuer by exercising the warrants, provided that Broadfin may not exercise the warrants where Broadfin would own in excess of the Beneficial Ownership Limitation (as defined in the Warrant Certificate) after such exercise. Broadfin may increase or decrease the Beneficial Ownership Limitation upon 61 days' notice to the Issuer.
- F4The securities are fully paid, as reflected in the Warrant Certificate.