Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6) *
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Protagonist Therapeutics, Inc.
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(Name of Issuer)
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Common Stock, par value $0.00001 per share
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(Title of Class of Securities)
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74366E102
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(Cusip Number)
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December 31, 2023
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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S
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page 1 of 37 Pages
Exhibit Index Found on Page 36
13G
|
CUSIP No. 74366E102
|
|
1
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NAMES OF REPORTING PERSONS
Farallon Capital Partners, L.P.
|
||
|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 5,734,430 Shares (as
defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 1,500,000 Shares. Due to exercise limitations set forth in the Warrants pursuant to the Beneficial Ownership Limitation (as defined
in the Preliminary Note), as of the date of this filing the reporting persons have the right to exercise Warrants for up to an aggregate of 30,679 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by
the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
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||
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3
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SEC USE ONLY
|
||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
California
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
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SOLE VOTING POWER
-0-
|
|
|
6
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SHARED VOTING POWER
386,653 1
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||
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7
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SOLE DISPOSITIVE POWER
-0-
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||
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8
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SHARED DISPOSITIVE POWER
386,653 1
|
||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
386,653 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7% 1
|
||
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12
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TYPE OF REPORTING PERSON (See Instructions)
PN
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||
1 Includes 5,676 Shares for which Warrants are exercisable within the next 60 days. Excludes 271,824 Shares for which Warrants are not currently
exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 2 of 37 Pages
13G
|
CUSIP No. 74366E102
|
|
1
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NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners, L.P.
|
||
|
2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 5,734,430 Shares (as
defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 1,500,000 Shares. Due to exercise limitations set forth in the Warrants pursuant to the Beneficial Ownership Limitation (as defined
in the Preliminary Note), as of the date of this filing the reporting persons have the right to exercise Warrants for up to an aggregate of 30,679 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by
the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
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3
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SEC USE ONLY
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||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
California
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
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SOLE VOTING POWER
-0-
|
|
|
6
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SHARED VOTING POWER
396,682 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
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SHARED DISPOSITIVE POWER
396,682 1
|
||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
396,682 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
0; [ ]
|
||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7% 1
|
||
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12
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TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 Includes 5,982 Shares for which Warrants are exercisable within the next 60 days. Excludes 286,518 Shares for which Warrants are not currently
exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 3 of 37 Pages
13G
|
CUSIP No. 74366E102
|
|
1
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NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners II, L.P.
|
||
|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 5,734,430 Shares (as
defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 1,500,000 Shares. Due to exercise limitations set forth in the Warrants pursuant to the Beneficial Ownership Limitation (as defined
in the Preliminary Note), as of the date of this filing the reporting persons have the right to exercise Warrants for up to an aggregate of 30,679 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by
the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
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3
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SEC USE ONLY
|
||
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
127,386 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
127,386 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
127,386 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2% 1
|
||
|
12
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TYPE OF REPORTING PERSON (See In
structions)
PN
|
||
1 Includes 1,074 Shares for which Warrants are exercisable within the next 60 days. Excludes 51,426 Shares for which Warrants are not currently
exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 4 of 37 Pages
13G
|
CUSIP No. 74366E102
|
|
1
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NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners III, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 5,734,430 Shares (as
defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 1,500,000 Shares. Due to exercise limitations set forth in the Warrants pursuant to the Beneficial Ownership Limitation (as defined
in the Preliminary Note), as of the date of this filing the reporting persons have the right to exercise Warrants for up to an aggregate of 30,679 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by
the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
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SEC USE ONLY
|
||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
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SHARED VOTING POWER
54,391 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
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SHARED DISPOSITIVE POWER
54,391 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,391 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1% 1
|
||
|
12
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TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 Includes 691 Shares for which Warrants are exercisable within the next 60 days. Excludes 33,109 Shares for which Warrants are not currently
exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 5 of 37 Pages
13G
|
CUSIP No. 74366E102
|
|
1
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NAMES OF REPORTING PERSONS
Four Crossings Institutional Partners V, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 5,734,430 Shares (as
defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 1,500,000 Shares. Due to exercise limitations set forth in the Warrants pursuant to the Beneficial Ownership Limitation (as defined
in the Preliminary Note), as of the date of this filing the reporting persons have the right to exercise Warrants for up to an aggregate of 30,679 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by
the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
71,920 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
71,920 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,920 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1% 1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
2 Includes 920 Shares for which Warrants are exercisable within the next 60 days. Excludes 44,080 Shares for which Warrants are not currently
exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 6 of 37 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Offshore Investors II, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
; (a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 5,734,430 Shares (as
defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 1,500,000 Shares. Due to exercise limitations set forth in the Warrants pursuant to the Beneficial Ownership Limitation (as defined
in the Preliminary Note), as of the date of this filing the reporting persons have the right to exercise Warrants for up to an aggregate of 30,679 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by
the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
764,635 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
764,635 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
764,635 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3% 1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
3 Includes 14,599 Shares for which Warrants are exercisable within the next 60 days. Excludes 699,215 Shares for which Warrants are not currently
exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 7 of 37 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital (AM) Investors, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 5,734,430 Shares (as
defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 1,500,000 Shares. Due to exercise limitati
ons set forth in the Warrants pursuant to the Beneficial Ownership Limitation (as defined
in the Preliminary Note), as of the date of this filing the reporting persons have the right to exercise Warrants for up to an aggregate of 30,679 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by
the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
49,886 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
49,886 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,886 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1% 1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
4 Includes 307 Shares for which Warrants are exercisable within the next 60 days. Excludes 14,693 Shares for which Warrants are not currently
exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 8 of 37 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital F5 Master I, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 5,734,430 Shares (as
defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 1,500,000 Shares. Due to exercise limitations set forth in the Warrants pursuant to the Beneficial Ownership Limitation (as defined
in the Preliminary Note), as of the date of this filing the reporting persons have the right to exercise Warrants for up to an aggregate of 30,679 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by
the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
166,799 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
166,799 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
166,799 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% 1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
5 Includes 1,429 Shares for which Warrants are exercisable within the next 60 days. Excludes 68,457 Shares for which Warrants are not currently
exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 9 of 37 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Healthcare Partners Master, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 5,734,430 Shares (as
defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 1,500,000 Shares. Due to exercise limitations set forth in the Warrants pursuant to the Beneficial Ownership Limitation (as defined
in the Preliminary Note), as of the date of this filing the reporting persons have the right to exercise Warrants for up to an aggregate of 30,679 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by
the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
3,746,756
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
3,746,756
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,746,756
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
Page 10 of 37 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Partners, L.L.C.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 5,734,430 Shares (as
defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 1,500,000 Shares. Due to exercise limitations set forth in the Warrants pursuant to the Beneficial Ownership Limitation (as defined
in the Preliminary Note), as of the date of this filing the reporting persons have the right to exercise Warrants for up to an aggregate of 30,679 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by
the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
5,598,310 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
5,598,310 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,598,310 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
; [ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.7% 1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
||
6 Includes 29,250 Shares for which Warrants are exercisable within the next 60 days. Excludes 1,400,864 Shares for which Warrants are not
currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 11 of 37 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Institutional (GP) V, L.L.C.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 5,734,430 Shares (as
defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 1,500,000 Shares. Due to exercise limitations set forth in the Warrants pursuant to the Beneficial Ownership Limitation (as defined
in the Preliminary Note), as of the date of this filing the reporting persons have the right to exercise Warrants for up to an aggregate of 30,679 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by
the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
71,920 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
71,920 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,920 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1% 1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
||
7 Includes 920 Shares for which Warrants are exercisable within the next 60 days. Excludes 44,080 Shares for which Warrants are not currently
exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 12 of 37 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon F5 (GP), L.L.C.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 5,734,430 Shares (as
defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 1,500,000 Shares. Due to exercise limitations set forth in the Warrants pursuant to the Beneficial Ownership Limitation (as defined
in the Preliminary Note), as of the date of this filing the reporting persons have the right to exercise Warrants for up to an aggregate of 30,679 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by
the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
166,799 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
166,799 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
166,799 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% 1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
||
8 Includes 1,429 Shares for which Warrants are exercisable within the next 60 days. Excludes 68,457 Shares for which Warrants are not currently
exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 13 of 37 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Healthcare Partners (GP), L.L.C.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 5,734,430 Shares (as
defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 1,500,000 Shares. Due to exercise limitations set forth in the Warrants pursuant to the Beneficial Ownership Limitation (as defined
in the Preliminary Note), as of the date of this filing the reporting persons have the right to exercise Warrants for up to an aggregate of 30,679 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by
the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
3,746,756
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
3,746,756
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,746,756
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
||
Page 14 of 37 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Joshua J. Dapice
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 5,734,430 Shares (as
defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 1,500,000 Shares. Due to exercise limitations set forth in the Warrants pursuant to the Beneficial Ownership Limitation (as defined
in the Preliminary Note), as of the date of this filing the reporting persons have the right to exercise Warrants for up to an aggregate of 30,679 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by
the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
5,765,109 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
5,765,109 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,765,109 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
9 Includes 30,679 Shares for which Warrants are exercisable within the next 60 days. Excludes 1,469,321 Shares for which Warrants are not
currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 15 of 37 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Philip D. Dreyfuss
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 5,734,430 Shares (as
defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 1,500,000 Shares. Due to exercise limitations set forth in the Warrants pursuant to the Beneficial Ownership Limitation (as defined
in the Preliminary Note), as of the date of this filing the reporting persons have the right to exercise Warrants for up to an aggregate of 30,679 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by
the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
5,765,109 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
5,765,109 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,765,109 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
10 Includes 30,679 Shares for which Warrants are exercisable within the next 60 days. Excludes 1,469,321 Shares for which Warrants are not
currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 16 of 37 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Hannah E. Dunn
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 5,734,430 Shares (as
defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 1,500,000 Shares. Due to exercise limitations set forth in the Warrants pursuant to the Beneficial Ownership Limitation (as defined
in the Preliminary Note), as of the date of this filing the reporting persons have the right to exercise Warrants for up to an aggregate of 30,679 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by
the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
5,765,109 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
5,765,109 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,765,109 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
11 Includes 30,679 Shares for which Warrants are exercisable within the next 60 days. Excludes 1,469,321 Shares for which Warrants are not
currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 17 of 37 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Michael B. Fisch [See Item 2]
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 5,734,430 Shares (as
defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 1,500,000 Shares. Due to exercise limitations set forth in the Warrants pursuant to the Beneficial Ownership Limitation (as defined
in the Preliminary Note), as of the date of this filing the reporting persons have the right to exercise Warrants for up to an aggregate of 30,679 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by
the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
-0-
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
Page 18 of 37 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Richard B. Fried
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 5,734,430 Shares (as
defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 1,500,000 Shares. Due to exercise limitations set forth in the Warrants pursuant to the Beneficial Ownership Limitation (as defined
in the Preliminary Note), as of the date of this filing the reporting persons have the right to exercise Warrants for up to an aggregate of 30,679 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by
the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
5,765,109 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
5,765,109 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,765,109 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
; [ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
12 Includes 30,679 Shares for which Warrants are exercisable within the next 60 days. Excludes 1,469,321 Shares for which Warrants are not
currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 19 of 37 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Varun N. Gehani
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 5,734,430 Shares (as
defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 1,500,000 Shares. Due to exercise limitations set forth in the Warrants pursuant to the Beneficial Ownership Limitation (as defined
in the Preliminary Note), as of the date of this filing the reporting persons have the right to exercise Warrants for up to an aggregate of 30,679 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by
the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
5,765,109 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
5,765,109 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,765,109 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
13 Includes 30,679 Shares for which Warrants are exercisable within the next 60 days. Excludes 1,469,321 Shares for which Warrants are
not
currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 20 of 37 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Nicolas Giauque
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 5,734,430 Shares (as
defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 1,500,000 Shares. Due to exercise limitations set forth in the Warrants pursuant to the Beneficial Ownership Limitation (as defined
in the Preliminary Note), as of the date of this filing the reporting persons have the right to exercise Warrants for up to an aggregate of 30,679 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by
the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
France
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
5,765,109 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
5,765,109 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,765,109 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
14 Includes 30,679 Shares for which Warrants are exercisable within the next 60 days. Excludes 1,469,321 Shares for which Warrants are not
currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 21 of 37 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
David T. Kim
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 5,734,430 Shares (as
defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 1,500,000 Shares. Due to exercise limitations set forth in the Warrants pursuant to the Beneficial Ownership Limitation (as defined
in the Preliminary Note), as of the date of this filing the reporting persons have the right to exercise Warrants for up to an aggregate of 30,679 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by
the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
5,765,109 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
5,765,109 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,765,109 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
15 Includes 30,679 Shares for which Warrants are exercisable within the next 60 days. Excludes 1,469,321 Shares for which Warrants are not
currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 22 of 37 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Michael G. Linn
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 5,734,430 Shares (as
defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 1,500,000 Shares. Due to exercise limitations set forth in the Warrants pursuant to the Beneficial Ownership Limitation (as defined
in the Preliminary Note), as of the date of this filing the reporting persons have the right to exercise Warrants for up to an aggregate of 30,679 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by
the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
5,765,109 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
5,765,109 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,765,109 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
16 Includes 30,679 Shares for which Warrants are exercisable within the next 60 days. Excludes 1,469,321 Shares for which Warrants are not
currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 23 of 37 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Rajiv A. Patel
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 5,734,430 Shares (as
defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 1,500,000 Shares. Due to exercise limitations set forth in the Warrants pursuant to the Beneficial Ownership Limitation (as defined
in the Preliminary Note), as of the date of this filing the reporting persons have the right to exercise Warrants for up to an aggregate of 30,679 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by
the reporting persons represe
nt beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
5,765,109 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
5,765,109 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,765,109 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
17 Includes 30,679 Shares for which Warrants are exercisable within the next 60 days. Excludes 1,469,321 Shares for which Warrants are not
currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 24 of 37 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Thomas G. Roberts, Jr.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 5,734,430 Shares (as
defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 1,500,000 Shares. Due to exercise limitations set forth in the Warrants pursuant to the Beneficial Ownership Limitation (as defined
in the Preliminary Note), as of the date of this filing the reporting persons have the right to exercise Warrants for up to an aggregate of 30,679 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by
the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
5,765,109 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
5,765,109 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,765,109 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
18 Includes 30,679 Shares for which Warrants are exercisable within the next 60 days. Excludes 1,469,321 Shares for which Warrants are not
currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 25 of 37 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Edric C. Saito
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 5,734,430 Shares (as
defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 1,500,000 Shares. Due to exercise limitations set forth in the Warrants pursuant to the Beneficial Ownership Limitation (as defined
in the Preliminary Note), as of the date of this filing the reporting persons have the right to exercise Warrants for up to an aggregate of 30,679 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by
the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
5,765,109 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
5,765,109 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,765,109 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
19 Includes 30,679 Shares for which Warrants are exercisable within the next 60 days. Excludes 1,469,321 Shares for which Warrants are not
currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 26 of 37 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
William Seybold
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 5,734,430 Shares (as
defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 1,500,000 Shares. Due to exercise limitations set forth in the Warrants pursuant to the Beneficial Ownership Limitation (as defined
in the Preliminary Note), as of the date of this filing the reporting persons have the right to exercise Warrants for up to an aggregate of 30,679 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by
the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
5,765,109 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
5,765,109 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,765,109 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
20 Includes 30,679 Shares for which Warrants are exercisable within the next 60 days. Excludes 1,469,321 Shares for which Warrants are not
currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 27 of 37 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Daniel S. Short
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 5,734,430 Shares (as
defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 1,500,000 Shares. Due to exercise limitations set forth in the Warrants pursuant to the Beneficial Ownership Limitation (as defined
in the Preliminary Note), as of the date of this filing the reporting persons have the right to exercise Warrants for up to an aggregate of 30,679 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by
the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
5,765,109 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
5,765,109 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,765,109 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
21 Includes 30,679 Shares for which Warrants are exercisable within the next 60 days. Excludes 1,469,321 Shares for which Warrants are not
currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 28 of 37 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Andrew J. M. Spokes
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 5,734,430 Shares (as
defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 1,500,000 Shares. Due to exercise limitations set forth in the Warrants pursuant to the Beneficial Ownership Limitation (as defined
in the Preliminary Note), as of the date of this filing the reporting persons have the right to exercise Warrants for up to an aggregate of 30,679 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by
the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
5,765,109 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
5,765,109 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,765,109 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
22 Includes 30,679 Shares for which Warrants are exercisable within the next 60 days. Excludes 1,469,321 Shares for which Warrants are not
currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 29 of 37 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
John R. Warren
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 5,734,430 Shares (as
defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 1,500,000 Shares. Due to exercise limitations set forth in the Warrants pursuant to the Beneficial Ownership Limitation (as defined
in the Preliminary Note), as of the date of this filing the reporting persons have the right to exercise Warrants for up to an aggregate of 30,679 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by
the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
5,765,109 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
5,765,109 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,765,109 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
23 Includes 30,679 Shares for which Warrants are exercisable within the next 60 days. Excludes 1,469,321 Shares for which Warrants are not
currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 30 of 37 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Mark C. Wehrly
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 5,734,430 Shares (as
defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 1,500,000 Shares. Due to exercise limitations set forth in the Warrants pursuant to the Beneficial Ownership Limitation (as defined
in the Preliminary Note), as of the date of this filing the reporting persons have the right to exercise Warrants for up to an aggregate of 30,679 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by
the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
5,765,109 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
5,765,109 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,765,109 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
24 Includes 30,679 Shares for which Warrants are exercisable within the next 60 days. Excludes 1,469,321 Shares for which Warrants are not
currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 31 of 37 Pages
This Amendment No. 6 to Schedule 13G amends and restates in its entirety the Schedule 13G initially filed on August 20, 2018 (together
with all prior and current amendments thereto, this “Schedule 13G”).
Preliminary Note:
As of the date of this report, the Farallon Funds hold an
aggregate of: (i) 5,734,430 Shares; and (ii) 1,500,000 Common Stock Purchase Warrants (the “Warrants”), each of which currently is exercisable,
pursuant to the terms thereof, to purchase one Share.
The terms of the Warrants provide that Warrants may not be
exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 9.99% of the Shares then issued and outstanding (the “Beneficial Ownership Limitation”). As of the date hereof, the Beneficial Ownership
Limitation permits the Farallon Funds to exercise Warrants for an aggregate of not more than 30,679 Shares. In providing the beneficial ownership information set forth herein, the Reporting Persons have assumed that the aggregate remaining
1,469,321 Warrants held by the Farallon Funds are not exercisable due to the Beneficial Ownership Limitation.
Capitalized terms used in this Preliminary Note without definitions have the meanings ascribed to them below.
| Item 1. |
Issuer
|
(a) Name of Issuer:
Protagonist Therapeutics, Inc. (the “Company”)
(b) Address of Issuer’s Principal Executive Offices:
7707 Gateway Blvd., Suite 140
Newark, CA 94560
| Item 2. |
Identity and Background
|
Title of Class of Securities and CUSIP Number (Items 2(d)
and (e))
This statement relates to shares of Common Stock, par value $0.00001 per share (the “Shares”), of the
Company. The CUSIP number of the Shares is 74366E102.
Name of Persons Filing, Address of Principal Business Office and Citizenship (Items 2(a), (b) and (c))
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”.
The Farallon Funds
|
(i)
|
Farallon Capital Partners, L.P., a California limited
partnership (“FCP”), with respect to the Shares held by it and
the Shares that as of the date hereof it has the right to acquire upon the exercise of Warrants;
|
|
(ii)
|
Farallon Capital Institutional Partners, L.P., a
California limited partnership (“FCIP”), with respect to the
Shares held by it and the Shares that as of the date hereof it has the right to acquire upon the exercise of Warrants;
|
|
(iii)
|
Farallon Capital Institutional Partners II,
L.P., a California limited partnership (“FCIP II”), with
respect to the Shares held by it and the Shares that as of the date hereof it has the right to acquire upon the exercise of Warrants;
|
|
(iv)
|
Farallon Capital Institutional Partners III,
L.P., a Delaware limited partnership (“FCIP III”), with respect
to the Shares held by it and the Shares that as of the date hereof it has the right to acquire upon the exercise of Warrants;
|
|
(v)
|
Four Crossings Institutional Partners, L.P., a
Delaware limited partnership (“FCIP V”), with respect to the
Shares held by it and the Shares that as of the date hereof it has the right to acquire upon the exercise of Warrants;
|
|
(vi)
|
Farallon Capital Offshore Investors II, L.P., a
Cayman Islands exempted limited partnership (“FCOI II”), with
respect to the Shares held by it and the Shares that as of the date hereof it has the right to acquire upon the exercise of Warrants;
|
|
(vii)
|
Farallon Capital (AM) Investors, L.P., a
Delaware limited partnership (“FCAMI”), with respect to the
Shares held by it and the Shares that as of the date hereof it has the right to acquire upon the exercise of Warrants;
|
|
(viii)
|
Farallon Capital F5 Master I, L.P., a Cayman
Islands exempted limited partnership (“F5MI”), with respect to
the Shares held by it and the Shares that as of the date hereof it has the right to acquire upon the exercise of Warrants; and
|
|
(ix)
|
Farallon Healthcare Partners Master, L.P., a
Cayman Islands exempted limited partnership (“FHPM”), with
respect to the Shares held by it.
|
FCP, FCIP, FCIP II, FCIP III, FCIP V, FCOI II, FCAMI, F5MI and FHPM are together referred to herein as the “Farallon Funds.”
Page 32 of 37 Pages
The Farallon General Partner
|
(x)
|
Farallon Partners, L.L.C., a Delaware limited liability
company (the “Farallon General Partner”), which is (i) the
general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and (ii) the sole member of each of the FCIP V General Partner (as defined below) and the FHPM General Partner (as defined below), with respect to the Shares held by each of the Farallon Funds other than F5MI and the Shares that as
of the date hereof each of the Farallon Funds other than F5MI has the right to acquire upon the exercise of Warrants.
|
The FCIP V General Partner
|
(xi)
|
Farallon Institutional (GP) V, L.L.C., a Delaware
limited liability company (the “FCIP V General Partner”), which
is the general partner of FCIP V, with respect to the Shares held by FCIP V and the Shares that as of the date hereof FCIP V has the right to acquire upon the exercise of Warrants.
|
The F5MI General Partner
|
(xii)
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Farallon F5 (GP), L.L.C., a Delaware limited
liability company (the “F5MI General Partner”), which is the
general partner of F5MI, with respect to the Shares held by F5MI and the Shares that as of the date hereof F5MI has the right to acquire upon the exercise of Warrants.
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The FHPM General Partner
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(xiii)
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Farallon Healthcare Partners (GP), L.L.C., a Delaware limited liability company (the “FHPM General Partner”), which is the general partner of FHPM, with respect to the Shares held by FHPM.
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The Farallon Individual Reporting Persons
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(xiv)
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The following persons, each of whom is a managing
member or senior managing member, as the case may be, of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V General Partner, the F5MI General Partner and the FHPM General Partner, with respect
to the Shares held by the Farallon Funds and the Shares that as of the date hereof the Farallon Funds have the right to acquire upon the exercise of Warrants: Joshua J. Dapice (“Dapice”); Philip D. Dreyfuss (“Dreyfuss”); Hannah E. Dunn (“Dunn”); Richard B. Fried (“Fried”); Varun N. Gehani (“Gehani”); Nicolas Giauque (“Giauque”); David T. Kim (“Kim”); Michael G. Linn (“Linn”); Rajiv A. Patel (“Patel”); Thomas G. Roberts, Jr. (“Roberts”);
Edric C. Saito (“Saito”); William Seybold (“Seybold”);
Daniel S. Short (“Short”); Andrew J. M. Spokes (“Spokes”); John R. Warren (“Warren”); and Mark C. Wehrly (“Wehrly”).
|
Dapice, Dreyfuss, Dunn, Fried, Gehani, Giauque, Kim, Linn, Patel, Roberts, Saito, Seybold, Short, Spokes, Warren and Wehrly are together
referred to herein as the “Farallon Individual Reporting Persons.”
This Schedule 13G reports that effective June 30, 2023, Michael B. Fisch (“Fisch”) resigned as a member of the Farallon General Partner, a manager of the FCIP V General Partner, a manager of the F5MI General Partner and a manager of the FHPM General Partner. Accordingly, as of that date,
Fisch no longer may be deemed a beneficial owner of any Shares or Warrants held by the Farallon Funds. Unless the context otherwise requires, any reference herein to the “Farallon Individual Reporting Persons” shall not include Fisch.
The citizenship of each of the Farallon Funds, the Farallon General Partner, the FCIP V General Partner, the F5MI General Partner and the FHPM General Partner is set forth above. Each of Fisch and the Farallon Individual
Reporting Persons, other than Giauque and Spokes, is a citizen of the United States. Giauque is a citizen of France. Spokes is a citizen of the United Kingdom. The address of the principal business office of each of the Reporting Persons is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco,
California 94111.
Page 33 of 37 Pages
| Item 3. |
If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c),
Check Whether the Person Filing Is an Entity Specified in (a) - (k):
|
Not applicable.
| Item 4. |
Ownership
|
The information required by Items 4(a) – (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is
incorporated herein by reference for each such Reporting Person.
The Shares and Warrants reported hereby for the Farallon
Funds are owned directly by the Farallon Funds. The Farallon General Partner, as
general partner of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and the sole member of the FCIP V General Partner and the FHPM General Partner, may be deemed to be a beneficial owner of all such Shares and Warrants owned by the Farallon Funds other than F5MI. The FCIP V General Partner, as general partner of FCIP V, may be
deemed to be a beneficial owner of all such Shares and Warrants owned by FCIP V. The F5MI General Partner, as general partner of F5MI, may be deemed to be a beneficial owner of all such Shares and Warrants owned by F5MI. The FHPM General Partner,
as general partner of FHPM, may be deemed to be a beneficial owner of all such Shares owned by FHPM. Each of the Farallon Individual Reporting Persons, as a managing member or senior managing member, as the case may be, of the Farallon General
Partner and a manager or senior manager, as the case may be, of the FCIP V General Partner, the F5MI General Partner and the FHPM General Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner
of all such Shares and Warrants owned by the Farallon Funds. Each of the Farallon General Partner, the FCIP V General Partner, the F5MI General
Partner, the FHPM General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares and Warrants.
| Item 5. |
Ownership of Five Percent or Less of a Class
|
If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be a beneficial
owner of more than five percent of the class of securities, check the following:
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
|
Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
|
Not applicable.
| Item 8. |
Identification and Classification of Members of the Group
|
The Reporting Persons are filing this Schedule 13G pursuant to Section 240.13d-1(c). Consistent with Item 2 of the cover page for each
Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.
| Item 9. |
Notice of Dissolution of Group
|
Not applicable.
| Item 10. |
Certification
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under §240.14a-11.
Page 34 of 37 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated: February 2, 2024
|
/s/ Hannah E. Dunn
|
|
|
FARALLON PARTNERS, L.L.C.,
|
|
|
On its own behalf and
|
|
|
As the General Partner of
|
|
|
FARALLON CAPITAL PARTNERS, L.P.,
|
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
|
|
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FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
|
|
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FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
|
|
|
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P. and
|
|
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FARALLON CAPITAL (AM) INVESTORS, L.P.
|
|
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By Hannah E. Dunn, Managing Member
|
|
|
/s/ Hannah E. Dunn
|
|
|
FARALLON INSTITUTIONAL (GP) V, L.L.C.
|
|
|
On its own behalf and
|
|
|
As the General Partner of
|
|
|
FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.
|
|
|
By Hannah E. Dunn, Manager
|
|
|
/s/ Hannah E. Dunn
|
|
|
FARALLON F5 (GP), L.L.C.
|
|
|
On its own behalf and
|
|
|
As the General Partner of
|
|
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FARALLON CAPITAL F5 MASTER I, L.P.
|
|
|
By Hannah E. Dunn, Manager
|
|
|
/s/ Hannah E. Dunn
|
|
|
FARALLON HEALTHCARE PARTNERS (GP), L.L.C.
|
|
|
On its own behalf and
|
|
|
As the General Partner of
|
|
|
FARALLON HEALTHCARE PARTNERS MASTER, L.P.
|
|
|
By Hannah E. Dunn, Manager
|
|
|
/s/ Hannah E. Dunn
|
|
|
Hannah E. Dunn, individually and as attorney-in-fact for each of Joshua J. Dapice, Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, Varun N. Gehani,
Nicolas Giauque, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Edric C. Saito, William Seybold, Daniel S. Short, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly
|
The Powers of Attorney executed by each of Dapice, Dreyfuss, Fisch, Fried, Gehani, Giauque, Kim, Linn, Patel, Roberts, Saito,
Seybold, Short, Spokes, Warren and Wehrly authorizing Dunn to sign and file this Schedule 13G on his behalf, which were filed as exhibits to the Schedule 13G filed with the Securities and Exchange Commission on January 31, 2023 by such Reporting
Persons with respect to the Class A Ordinary Shares of ARYA Sciences Acquisition Corp IV, are hereby incorporated by reference.
Page 35 of 37 Pages
EXHIBIT INDEX
|
EXHIBIT 1
|
Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
|
Page 36 of 37 Pages
EXHIBIT 1
to
SCHEDULE 13G
JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or
persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
Dated: February 2, 2024
|
/s/ Hannah E. Dunn
|
|
|
FARALLON PARTNERS, L.L.C.,
|
|
|
On its own behalf and
|
|
|
As the General Partner of
|
|
|
FARALLON CAPITAL PARTNERS, L.P.,
|
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
|
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
|
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
|
|
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FARALLON CAPITAL OFFSHORE INVESTORS II, L.P. and
|
|
|
FARALLON CAPITAL (AM) INVESTORS, L.P.
|
|
|
By Hannah E. Dunn, Managing Member
|
|
|
/s/ Hannah E. Dunn
|
|
|
FARALLON INSTITUTIONAL (GP) V, L.L.C.
|
|
|
On its own behalf and
|
|
|
As the General Partner of
|
|
|
FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.
|
|
|
By Hannah E. Dunn, Manager
|
|
|
/s/ Hannah E. Dunn
|
|
|
FARALLON F5 (GP), L.L.C.
|
|
|
On its own behalf and
|
|
|
As the General Partner of
|
|
|
FARALLON CAPITAL F5 MASTER I, L.P.
|
|
|
By Hannah E. Dunn, Manager
|
|
|
/s/ Hannah E. Dunn
|
|
|
FARALLON HEALTHCARE PARTNERS (GP), L.L.C.
|
|
|
On its own behalf and
|
|
|
As the General Partner of
|
|
|
FARALLON HEALTHCARE PARTNERS MASTER, L.P.
|
|
|
By Hannah E. Dunn, Manager
|
|
|
/s/ Hannah E. Dunn
|
|
|
Hannah E. Dunn, individually and as attorney-in-fact for each of Joshua J. Dapice, Philip D. Dreyfuss, Richard B. Fried, Varun N. Gehani, Nicolas Giauque,
David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Edric C. Saito, William Seybold, Daniel S. Short, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly
|
Page 37 of 37 Pages