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
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- Peter Lynch
What is insider trading>>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)1
Marinus Pharmaceuticals, Inc.
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(Name of Issuer)
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Common Stock, $.001 par value
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(Title of Class of Securities)
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56854Q200
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(CUSIP Number)
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Domain Associates, LLC
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Ropes & Gray LLP
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202 Carnegie Center Drive
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1211 Avenue of the Americas
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Princeton, NJ 08540
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New York, NY 10036
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Attn: Lisa A. Kraeutler
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Attn: Morri H. Weinberg, Esq.
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Tel: (609) 683-5656
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Tel: (212) 596-9000
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(Name, Address and Telephone Number of PersonAuthorized to Receive Notices and Communications)
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Not Applicable (See Introductory Note)
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(Date of Event Which Requires Filing of This Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f)
or 13d-1(g), check the following box. [ ]
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
1 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 disclosures provided in a prior cover page.
The information required on 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).
1
CUSIP No. 56854Q200
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1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (VOLUNTARY)
Domain Partners VI, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
(b) [ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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Not Applicable
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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[ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER
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619,221
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8.
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SHARED VOTING POWER
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0
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9.
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SOLE DISPOSITIVE POWER
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619,221
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10.
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SHARED DISPOSITIVE POWER
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0
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11.
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AGGREGATE AMOU
NT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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619,221
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.0%
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14.
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TYPE OF REPORTING PERSON
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PN
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2
CUSIP No. 56854Q200
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1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (VOLUNTARY)
DP VI Associates, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
(b) [ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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Not Applicable
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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[ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER
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4,250
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8.
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SHARED VOTING POWER
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0
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9.
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SOLE DISPOSITIVE POWER
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4,250
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10.
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SHARED DISPOSITIVE POWER
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,250
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 0.1%
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14.
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TYPE OF REPORTING PERSON
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PN
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3
CUSIP No. 56854Q200
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1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (VOLUNTARY)
Domain Associates, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
; [X]
(b) [ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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Not Applicable
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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[ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER
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11,612
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8.
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SHARED VOTING POWER
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0
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9.
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SOLE DISPOSITIVE POWER
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11,612
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10.
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SHARED DISPOSITIVE POWER
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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11,612
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 0.1%
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14.
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TYPE OF REPORTING PERSON
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OO
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4
CUSIP No. 56854Q200
AMENDMENT NO. 1 TO SCHEDULE 13D (FINAL AMENDMENT)
Introductory Note: Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common
Stock of the Issuer on August 15, 2014 (the “Schedule 13D”). Terms defined in the Schedule 13D are used herein as so defined. This Final Amendment to the Schedule 13D is being filed solely to report that the Reporting Persons are no longer subject
to reporting on Schedule 13D with respect to the Issuer. The Reporting Persons have not engaged in any transactions with respect to the securities of the Issuer since the original filing of the Schedule 13D, but have ceased to beneficially own more
than five percent of the Common Stock due to the increase in the total number of shares of Common Stock outstanding.
The Schedule 13D is hereby amended as follows:
Item 1. Security and Issuer.
The principal executive office of the Issuer is located at 5 Radnor Corporate Center, Suite 500, 100 Matsonford Road, Radnor, PA 19087.
Item 2. Identity and Background.
(b)-(c) James C. Blair, Brian H. Dovey, Jesse I. Treu and Nicole Vitullo are the managing members of OPSA VI.
James C. Blair, Brian H. Dovey, Jesse I. Treu, Brian K. Halak, Nicole Vitullo and Kim P. Kamdar are the managing members of DA.
The principal business address of each of the entities and individuals named in Item 2 is c/o Domain Associates, LLC, 202 Carnegie Center Drive, Princeton, New Jersey 08540.
Item 5. Interest in Securities of the Issuer.
(a) The information requested by this paragraph is incorporated by reference to the cover pages to this Amendment No. 1 (Final Amendment) to Schedule 13D and is based on 30,570,065 shares of Common Stock outstanding
after the effectiveness on September 22, 2020 of the Issuer's one-for-four reverse stock split, as provided to the Reporting Persons by the Issuer.
(e) The Reporting Persons do not beneficially own more than five percent of the Common Stock.
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CUSIP No. 56854Q200
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: September 29, 2020
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DOMAIN PARTNERS VI, L.P.
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By:
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One Palmer Square Associates VI, LLC, General Partner
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By:
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/s/ Lisa A. Kraeutler
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Attorney-in-Fact
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DP VI ASSOCIATES, L.P.
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By:
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One Palmer Square Associates VI, LLC, General Partner
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By:
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/s/ Lisa A. Kraeutler
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Attorney-in-Fact
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DOMAIN ASSOCIATES, LLC
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By:
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/s/ Lisa A. Kraeutler
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Attorney-in-Fact
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