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. 4) *
Longboard Pharmaceuticals, Inc.
|
(Name of Issuer)
|
Voting Common Stock, par value $0.0001 per share
|
(Title of Class of Securities)
|
54300N103
|
(Cusip Number)
|
September 30, 2024
|
(Date of Event which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
|
Rule 13d-1(b)
|
☒
|
Rule 13d-1(c)
|
☐
|
Rule 13d-1(d)
|
* 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 36 Pages
Exhibit Index Found on Page 35
13G
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Zone II Healthcare Holdings, LLC
|
||
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 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
116,501 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
116,501 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
116,501 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
|
1 Includes 116,501 Shares into which Non-Voting Shares are convertible within 60 days hereof. Excludes 1,642,999 Shares into which Non-Voting
Shares are not convertible within 60 days hereof due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 2 of 36 Pages
13G
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Partners, 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 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
California
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
493,656
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
493,656
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
493,656
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
&
#xA0; [ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
Page 3 of 36 Pages
13G
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners, 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 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
California
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
503,394
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
503,394
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
503,394
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5%
|
||
12
|
TYP
E OF REPORTING PERSON (See Instructions)
PN
|
Page 4 of 36 Pages
13G
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners 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 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
California
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
159,618
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
159,618
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
159,618
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
Page 5 of 36 Pages
13G
CUSIP No. 54300N103
|
1
|
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 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
72,164
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
72,164
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,164
|
||
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%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
Page 6 of 36 Pages
13G
CUSIP No. 54300N103
|
1
|
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 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
102,840
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
102,840
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
102,840
|
||
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%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
Page 7 of 36 Pages
13G
CUSIP No. 54300N103
|
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 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
889,195
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
889,195
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
889,195
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.6%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
Page 8 of 36 Pages
13G
CUSIP No. 54300N103
|
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 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
245,513
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
245,513
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
245,513
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
Page 9 of 36 Pages
13G
CUSIP No. 54300N103
|
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 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
56,094
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
56,094
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,094
|
||
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%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
Page 10 of 36 Pages
13G
CUSIP No. 54300N103
|
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 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
817,088 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
817,088 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
817,088 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
0; [ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.4% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1 Includes 188,705 Shares into which Non-Voting Shares are convertible within 60 days hereof. Excludes 2,661,295 Shares into which Non-Voting
Shares are not convertible within 60 days hereof due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 11 of 36 Pages
13G
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Management, 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 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
116,501 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
116,501 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
116,501 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
|
1 Includes 116,501 Shares into which Non-Voting Shares are convertible within 60 days hereof. Excludes 1,642,999 Shares into which Non-Voting
Shares are not convertible within 60 days hereof due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 12 of 36 Pages
13G
CUSIP No. 54300N103
|
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 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
3,094,049
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,094,049
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,094,049
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
1 Includes 188,705 Shares into which Non-Voting Shares are convertible within 60 days hereof. Excludes 2,661,295 Shares into which Non-Voting
Shares are not convertible within 60 days hereof due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 13 of 36 Pages
13G
CUSIP No. 54300N103
|
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 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
102,840
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
102,840
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
102,840
|
||
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%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
Page 14 of 36 Pages
13G
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Farallon F5 (GP), L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
0; (a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
245,513
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
245,513
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
245,513
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
Page 15 of 36 Pages
13G
CUSIP No. 54300N103
|
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 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right t
o convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
817,088 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
817,088 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
817,088 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)
2.4% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
1 Includes 188,705 Shares into which Non-Voting Shares are convertible within 60 days hereof. Excludes 2,661,295 Shares into which Non-Voting
Shares are not convertible within 60 days hereof due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 16 of 36 Pages
13G
CUSIP No. 54300N103
|
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 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 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
|
1 Includes 305,206 Shares into which Non-Voting Shares are convertible within 60 days hereof. Excludes 4,304,294 Shares into which Non-Voting
Shares are not convertible within 60 days hereof due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 17 of 36 Pages
13G
CUSIP No. 54300N103
|
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 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 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
|
1 Includes 305,206 Shares into which Non-Voting Shares are convertible within 60 days hereof. Excludes 4,304,294 Shares into which Non-Voting
Shares are not convertible within 60 days hereof due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 18 of 36 Pages
13G
CUSIP No. 54300N103
|
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 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 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
|
1 Includes 305,206 Shares into which Non-Voting Shares are convertible within 60 days hereof. Excludes 4,304,294 Shares into which Non-Voting
Shares are not convertible within 60 days hereof due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 19 of 36 Pages
13G
CUSIP No. 54300N103
|
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 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 1
|
||
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
|
1 Includes 305,206 Shares into which Non-Voting Shares are convertible within 60 days hereof. Excludes 4,304,294 Shares into which Non-Voting
Shares are not convertible within 60 days hereof due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 20 of 36 Pages
13G
CUSIP No. 54300N103
|
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 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
xA0; [ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1 Includes 305,206 Shares into which Non-Voting Shares are convertible within 60 days hereof. Excludes 4,304,294 Shares into which Non-Voting
Shares are not convertible within 60 days hereof due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 21 of 36 Pages
13G
CUSIP No. 54300N103
|
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 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 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
|
1 Includes 305,206 Shares into which Non-Voting Shares are convertible within 60 days hereof. Excludes 4,304,294 Shares into which Non-Voting
Shares are not convertible within 60 days hereof due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 22 of 36 Pages
13G
CUSIP No. 54300N103
|
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 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 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
|
1 Includes 305,206 Shares into which Non-Voting Shares are convertible within 60 days hereof. Excludes 4,304,294 Shares into which Non-Voting
Shares are not convertible within 60 days hereof due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 23 of 36 Pages
13G
CUSIP No. 54300N103
|
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 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 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
|
1 Includes 305,206 Shares into which Non-Voting Shares are convertible within 60 days hereof. Excludes 4,304,294 Shares into which Non-Voting
Shares are not convertible within 60 days hereof due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 24 of 36 Pages
13G
CUSIP No. 54300N103
|
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 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 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
|
1 Includes 305,206 Shares into which Non-Voting Shares are convertible within 60 days hereof. Excludes 4,304,294 Shares into which Non-Voting
Shares are not convertible within 60 days hereof due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 25 of 36 Pages
13G
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Thomas G. Roberts, Jr.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
A0; (a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 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
|
1 Includes 305,206 Shares into which Non-Voting Shares are convertible within 60 days hereof. Excludes 4,304,294 Shares into which Non-Voting
Shares are not convertible within 60 days hereof due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 26 of 36 Pages
13G
CUSIP No. 54300N103
|
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 f
iling hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 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
|
1 Includes 305,206 Shares into which Non-Voting Shares are convertible within 60 days hereof. Excludes 4,304,294 Shares into which Non-Voting
Shares are not convertible within 60 days hereof due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 27 of 36 Pages
13G
CUSIP No. 54300N103
|
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 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 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
|
1 Includes 305,206 Shares into which Non-Voting Shares are convertible within 60 days hereof. Excludes 4,304,294 Shares into which Non-Voting
Shares are not convertible within 60 days hereof due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 28 of 36 Pages
13G
CUSIP No. 54300N103
|
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 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 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
|
1 Includes 305,206 Shares into which Non-Voting Shares are convertible within 60 days hereof. Excludes 4,304,294 Shares into which Non-Voting
Shares are not convertible within 60 days hereof due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 29 of 36 Pages
13G
CUSIP No. 54300N103
|
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 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 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
|
1 Includes 305,206 Shares into which Non-Voting Shares are convertible within 60 days hereof. Excludes 4,304,294 Shares into which Non-Voting
Shares are not convertible within 60 days hereof due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 30 of 36 Pages
13G
CUSIP No. 54300N103
|
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 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 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
|
1 Includes 305,206 Shares into which Non-Voting Shares are convertible within 60 days hereof. Excludes 4,304,294 Shares into which Non-Voting
Shares are not convertible within 60 days hereof due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 31 of 36 Pages
13G
CUSIP No. 54300N103
|
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 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares 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
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
A0; [ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1 Includes 305,206 Shares into which Non-Voting Shares are convertible within 60 days hereof. Excludes 4,304,294 Shares into which Non-Voting
Shares are not convertible within 60 days hereof due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
Page 32 of 36 Pages
This Amendment No. 4 to Schedule 13G amends and restates in its entirety the Schedule 13G initially filed on March 25, 2021
(together with all prior and current amendments thereto, this “Schedule 13G”).
Preliminary Note:
As of the date hereof, ZIIHH LLC and the Farallon Funds
hold an aggregate of 3,150,857 Shares and 4,609,500 non-voting shares (the “Non-Voting Shares”),
each of which is convertible, pursuant to the terms thereof, into one Share.
The terms of the Non-Voting Shares provide that Non-Voting
Shares may not be converted if, after such conversion, 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 ZIIHH LLC and the Farallon Funds to convert Non-Voting Shares into an aggregate of not more than 305,206 Shares. In providing the beneficial
ownership information set forth herein, the Reporting Persons have assumed that the aggregate remaining 4,304,294 Non-Voting Shares held by ZIIHH LLC and 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:
Longboard Pharmaceuticals, Inc. (the “Company”)
(b) Address of Issuer’s Principal Executive Offices:
4275 Executive Square, Suite 950
La Jolla, CA 92037
Item 2. Identity and Background
Title of Class of Securities and CUSIP Number
(Items 2(d) and (e))
This statement relates to shares of voting common stock, par value $0.0001 per share (the “Shares”), of the Company. The CUSIP
number of the Shares is 54300N103.
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”.
ZIIHH LLC
(i)
|
Zone II Healthcare Holdings, LLC, a Delaware limited liability company (“ZIIHH LLC”), with respect to the Shares it has the right to acquire upon the conversion of Non-Voting Shares.
|
The Farallon Funds
(ii)
|
Farallon Capital Partners, L.P., a
California limited partnership (“FCP”), with
respect to the Shares held by it;
|
(iii)
|
Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), with respect to the Shares held by it;
|
(iv)
|
Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP II”), with respect to the Shares held by it;
|
(v)
|
Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), with respect to the Shares held by it;
|
(vi)
|
Four Crossings Institutional Partners V, L.P., a Delaware limited partnership (“FCIP V”), with respect to the Shares held by it;
|
(vii)
|
Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership (“FCOI II”), with respect to the Shares held by it;
|
(viii)
|
Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership (“F5MI”), with respect to the Shares held by it;
|
(ix)
|
Farallon Capital (AM) Investors, L.P., a Delaware limited partnership (“FCAMI”), with respect to the Shares held by it; and
|
(x)
|
Farallon Healthcare Partners Master, L.P., a Cayman Islands exempted limited partnership (“FHPM”), with respect to the Shares held by it and the Shares it has the right to acquire upon the conversion of Non-Voting Shares.
|
FCP, FCIP, FCIP II, FCIP III, FCIP V, FCOI II,
F5MI, FCAMI and FHPM are together referred to herein as the “Farallon Funds.”
The Management Company
(xi)
|
Farallon Capital Management, L.L.C., a Delaware limited liability company (the “Management Company”), which is the manager of ZIIHH LLC, with respect to the Shares ZIIHH LLC has the right to acquire upon the conversion of Non-Voting Shares.
|
The Farallon General Partner
(xii)
|
Farallon Partners, L.L.C., a Delaware limited liability company (the “Farallon General Partner”), which is the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and 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 FHPM has the right to
acquire upon the conversion of Non-Voting Shares.
|
The FCIP V General Partner
(xiii)
|
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.
|
The F5MI General Partner
(xiv)
|
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.
|
The FHPM General Partner
(xv)
|
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 and the Shares FHPM has the right to acquire upon the conversion of Non-Voting Shares.
|
The Farallon Individual Reporting Persons
(xvi)
|
The following persons, each of whom is a
managing member or senior managing member, as the case may be, of the Management Company and 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 ZIIHH LLC and FHPM have the
right to acquire upon the conversion of Non-Voting Shares: 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.”
The citizenship of each of ZIIHH LLC, the Farallon Funds, the Management Company, the Farallon General Partner, the FCIP V
General Partner, the F5MI General Partner and the FHPM General Partner is set forth above. Each of 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.
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 Non-Voting Shares reported hereby for ZIIHH LLC
are held directly by ZIIHH LLC. The Shares and Non-Voting Shares reported hereby for the respective Farallon Funds are held directly by the respective
Farallon Funds. The Management Company, as the manager of ZIIHH LLC, may be deemed to be a beneficial owner of such Non-Voting Shares held by ZIIHH LLC. The Farallon General Partner, as the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI, and as the sole member of the FCIP V General Partner and the FHPM General Partner, may be deemed to be a beneficial owner of such Shares and Non-Voting Shares held by the Farallon Funds other than F5MI. The
FCIP V General Partner, as the general partner of FCIP V, may be deemed to be a beneficial owner of such Shares held by FCIP V. The F5MI General Partner, as the
general partner of F5MI, may be deemed to be a beneficial owner of such Shares held by F5MI. The FHPM General Partner, as the general partner of FHPM, may be deemed to be a
beneficial owner of all such Shares and Non-Voting Shares held by FHPM. Each of the Farallon Individual Reporting Persons, as a managing member or senior managing member, as the case may be, of the Management Company and the Farallon General
Partner, and as 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 such Shares and Non-Voting Shares held by ZIIHH LLC and the Farallon Funds. Each of the Management Company, the Farallon General Partner, the
FCIP V General Partner, the F5MI General Partner, the FHPM General Partn
er and the Farallon Individual Reporting Persons hereby disclaims any
beneficial ownership of any such Shares and Non-Voting Shares.
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
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Not applicable.
Item 8. |
Identification and Classification of Members of the Group
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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 33 of 36 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: November 8, 2024
/s/ Hannah E. Dunn
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|
FARALLON CAPITAL MANAGEMENT, L.L.C.,
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On its own behalf and
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As the Manager of
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ZONE II HEALTHCARE HOLDINGS, LLC
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By Hannah E. Dunn, Managing Member
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/s/ Hannah E. Dunn
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FARALLON PARTNERS, L.L.C.,
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On its own behalf and
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As the General Partner of
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FARALLON CAPITAL PARTNERS, L.P.,
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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.,
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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
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/s/ Hannah E. Dunn
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FARALLON INSTITUTIONAL (GP) V, L.L.C.,
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On its own behalf and
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As the General Partner of
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FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.
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By Hannah E. Dunn, Manager
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/s/ Hannah E. Dunn
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FARALLON F5 (GP), L.L.C.,
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On its own behalf and
|
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As the General Partner of
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FARALLON CAPITAL F5 MASTER I, L.P.
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By Hannah E. Dunn, Manager
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/s/ Hannah E. Dunn
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FARALLON HEALTHCARE PARTNERS (GP), L.L.C.
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|
On its own behalf and
|
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As the General Partner of
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FARALLON HEALTHCARE PARTNERS MASTER, L.P.
|
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By Hannah E. Dunn, Manager
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/s/ Hannah E. Dunn
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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
|
The Powers of Attorney executed by each of Dapice, Dreyfuss, 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 34 of 36 Pages
EXHIBIT INDEX
EXHIBIT 1
|
Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
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Page 35 of 36 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: November 8, 2024
/s/ Hannah E. Dunn
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FARALLON CAPITAL MANAGEMENT, L.L.C.,
|
|
On its own behalf and
|
|
As the Manager of
|
|
ZONE II HEALTHCARE HOLDINGS, LLC
|
|
By Hannah E. Dunn, Managing Member
|
|
/s/ Hannah E. Dunn
|
|
FARALLON PARTNERS, L.L.C.,
|
|
On its own behalf and
|
|
As the General Partner of
|
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FARALLON CAPITAL PARTNERS, L.P.,
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|
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.,
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|
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P., and
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|
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 36 of 36 Pages