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.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
BRICKELL BIOTECH, INC.
(Name of Issuer)
Common stock, par value $0.01 per share
(Title of Class of Securities)
10802T105
(CUSIP Number)
Robert B. Brown
c/o Brickell Biotech, Inc.
5777 Central Avenue, Suite 102
Boulder, CO 80301
Tel. (720) 565-4755
with copies to:
Anna T. Pinedo
Mayer Brown LLP
1221 Avenue of the Americas
New York, NY 10020
Tel. (212) 506-2275
Fax (212) 849-5767
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 14, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
CUSIP No. 10802T105
| 1 |
NAME OF REPORTING PERSON. Palisade Concentrated Equity Partnership II, L.P.
| |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |
| 3 | SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
| |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 980,030 shares
| ||
| 8 |
SHARED VOTING POWER 1,073,374 shares
| |||
| 9 |
SOLE DISPOSITIVE POWER 980,030 shares
| |||
| 10 |
SHARED DISPOSITIVE POWER 1,073,374 shares
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,073,374 shares
| |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 3.86%(1)
| |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN
|
|
(1) |
Based on a total of 27,787,081 shares of the Issuer’s common stock outstanding as of August 12, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 12, 2020 for the quarter ended June 30, 2020. |
2
CUSIP No. 10802T105
| 1 |
NAME OF REPORTING PERSON. Palisade Capital Advisors, LLC
| |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |
| 3 | SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
| |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 51,781 shares
| ||
| 8 |
SHARED VOTING POWER 1,073,374 shares
| |||
| 9 |
SOLE DISPOSITIVE POWER 51,781 shares
| |||
| 10 |
SHARED DISPOSITIVE POWER 1,073,374 shares
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,073,374 shares
| |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 3.86%(1)
| |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA
|
|
(1) |
Based on a total of 27,787,081 shares of the Issuer’s common stock outstanding as of August 12, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 12, 2020 for the quarter ended June 30, 2020. |
3
CUSIP No. 10802T105
| 1 |
NAME OF REPORTING PERSON. Dennison T. Veru
| |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |
| 3 | SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
| |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 41,563 shares
| ||
| 8 |
SHARED VOTING POWER 1,073,374 shares
| |||
| 9 |
SOLE DISPOSITIVE POWER 41,563 shares
| |||
| 10 |
SHARED DISPOSITIVE POWER 1,073,374 shares
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,073,374 shares
| |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 3.86%(1)
| |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
|
|
(1) |
Based on a total of 27,787,081 shares of the Issuer’s common stock outstanding as of August 12, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 12, 2020 for the quarter ended June 30, 2020. |
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CUSIP No. 10802T105
| 1 |
NAME OF REPORTING PERSON. Palisade Capital Management, L.L.C.
| |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |
| 3 | SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
| |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 shares
| ||
| 8 |
SHARED VOTING POWER 1,073,374 shares
| |||
| 9 |
SOLE DISPOSITIVE POWER 0 shares
| |||
| 10 |
SHARED DISPOSITIVE POWER 1,073,374 shares
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,073,374 shares
| |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 3.86%(1)
| |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC
|
|
(1) |
Based on a total of 27,787,081 shares of the Issuer’s common stock outstanding as of August 12, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 12, 2020 for the quarter ended June 30, 2020. |
5
Amendment No. 1 to Schedule 13D
This amendment No. 1 (the “Amendment No. 1”) to Schedule 13D relates to the Schedule 13D filed on September 16, 2019 (the “Original Schedule 13D”) by Palisade Concentrated Equity Partnership II, L.P. (“Palisade”), Palisade Capital Advisors, LLC, Dennison T. Veru and Palisade Capital Management, LLC (collectively, the “Reporting Persons”) relating to the common stock, par value $0.01 per share (the “Common Stock”), of Brickell Biotech, Inc. (the “Issuer”). As of the date of this filing, Dennison T. Veru is a member of the Issuer’s board of directors. This is the final amendment to the Original Schedule 13D and constitutes an “exiting filing” for the Reporting Persons.
| Item 4. |
Purpose of Transaction |
Item 4 of Original Schedule 13D is hereby amended and supplemented with the following information:
“As a result of an increase in the number of the Issuer’s issued and outstanding Common Stock, the Reporting Persons’ beneficial ownership has decreased below 5% of the Issuer’s outstanding shares.”
|
Item 5 |
Interest in Securities of the Issuer |
Item 5 of Original Schedule 13D is hereby amended and supplemented with the following information:
(e) The Reporting Persons ceased to be beneficial owners of more than five percent of the shares of Common Stock on September 14, 2020.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 24, 2020
| PALISADE CONCENTRATED EQUITY | /s/ Dennison T. Veru | |
| PARTNERSHIP II, L.P. | Dennison T. Veru | |
| PALISADE CAPITAL ADVISORS, LLC | /s/ Dennison T. Veru | |
| Dennison T. Veru | ||
| DENNISON T. VERU | /s/ Dennison T. Veru | |
| Dennison T. Veru | ||
| PALISADE CAPITAL MANAGEMENT, L.L.C. | /s/ Dennison T. Veru | |
| Dennison T. Veru |
7
Annex A
Directors and Officers of Palisade Capital Management, L.L.C.
| Name | Principal Business/ Occupation | |
| Alison A. Berman | Co-Chairman of the Board of Directors, President & Chief Executive Officer | |
| Steven E. Berman | Vice Chairman of the Board of Directors | |
| Jack Feiler | Vice Chairman of the Board of Directors | |
| Michael Feiler | Director, Managing Director of Private Wealth Management | |
| Frank Galdi | Chief Risk Officer | |
| Bradley R. Goldman | General Counsel & Chief Compliance Officer | |
| Jeffrey D. Serkes | Director, Senior Advisor | |
| Beata Tannuzzo | Chief Financial Officer | |
| Dennison T. Veru | Chief Investment Officer & Co-Chairman |
The address for each director and officer is One Bridge Plaza, Suite 695, Fort Lee, NJ 07024
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