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"
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 11)*
AMAG Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
00163U106
(CUSIP Number)
December 31, 2019
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
[ X ] 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 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).
CUSIP No. 00163U106
13G
Page 2 of 10 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Patrick Lee, MD
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ x ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
691
6.
SHARED VOTING POWER
3,044,374
7.
SOLE DISPOSITIVE POWER
691
8.
SHARED DISPOSITIVE POWER
3,044,374
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,045,065
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.98%
12.
TYPE OF REPORTING PERSON (see instructions)
IN, HC
CUSIP No. 00163U106
13G
Page 3 of 10 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Anthony Joonkyoo Yun, MD
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ x ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
3,044,374
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
3,044,374
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,044,374
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.98%
12.
TYPE OF REPORTING PERSON (see instructions)
IN, HC
CUSIP No. 00163U106
13G
Page 4 of 10 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Palo Alto Investors LP
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ x ]
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
3,044,374
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
3,044,374
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,044,374
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.98%
12.
TYPE OF REPORTING PERSON (see instructions)
OO, IA
CUSIP No. 00163U106
13G
Page 5 of 10 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PAI LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ x ]
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
3,044,374
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
3,044,374
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,044,374
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.98%
12.
TYPE OF REPORTING PERSON (see instructions)
OO, IA
CUSIP No. 00163U106
13G
Page 6 of 10 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Palo Alto Healthcare Master Fund II, L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ x ]
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
1,863,117
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
1,863,117
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,863,117
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.49%
12.
TYPE OF REPORTING PERSON (see instructions)
PN
CUSIP No. 00163U106
13G
Page 7 of 10 Pages
Item 1.
(a)
Name of Issuer
AMAG Pharmaceuticals, Inc.
(b)
Address of Issuers Principal Executive Offices
1100 Winter Street, Waltham, MA 02451
Item 2.
(a)
Name of Person Filing
Palo Alto Investors LP (PAI)
PAI LLC (PAI GP)
Patrick Lee, MD
Anthony Joonkyoo Yun, MD
Palo Alto Healthcare Master Fund II, L.P. ("Healthcare Master II")
(collectively, the "Filers").
(b)
The address of the principal place of
the Filers except for Healthcare Master
II is located at:
470 University Avenue, Palo Alto, CA 94301
The principal business office of Healthcare Master II is located at:
Cayman Corporate Centre, 27 Hospital Road
George Town, Grand Cayman KY1-9008
Cayman Islands
(c)
For citizenship of Filers, see Item 4 of the cover sheet for each Filer.
(d)
Title of Class of Securities
Common Stock
(e)
CUSIP Number
00163U106
Item 3. If this statement is filed pursuant
to 240.13d-1(b) or 240.13d-2(b) or
(c), check whether the person filing is a:
(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[ ]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
[ ]
Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)
[x]
An investment adviser in accordance with
240.13d-1(b)(1)(ii)(E); (as to PAI)
CUSIP No. 00163U106
13G
Page 8 of 10 Pages
(f)
[ ]
An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F);
(g)
[x]
A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G); (as to Dr. Lee and Dr. Yun)
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i)
[ ]
A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
[ ]
Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
See Items 5-9 and 11 of the cover page for each Filer.
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
PAI is a registered investment adviser and investment adviser of
investment limited partnerships, and is the investment adviser
to other investment funds. PAI GP is the general partner
of investment limited partnerships. PAIs clients have
the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Stock.
No individual client outside of Healthcare Master
II separately holds more than five percent of
the outstanding Stock.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
Dr. Lee and Dr. Yun co-manage PAI. The Filers are filing this
Schedule 13G jointly,
but not as members of a group, and each of them
expressly disclaims membership in a group.
Each Filer disclaims beneficial ownership of the
Stock except to the extent of that Filers
pecuniary interest therein.
Schedule 13G on behalf of Healthcare Master
II should not be construed as an admission
that any of them is, and each disclaims
that it is, a beneficial owner, as defined
in Rule 13d-3 under the Securities Exchange
Act of 1934, of any of the Stock covered
by this Schedule 13G.
Item 9. Notice of Dissolution of Group.
N/A
CUSIP No. 00163U106
13G
Page 9 of 10 Pages
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.
Exhibits.
Exhibit A Joint Filing Agreement.
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.
Dated: February 14, 2020
PALO ALTO HEALTHCARE MASTER FUND II, L.P.
By: PAI LLC, General Partner
PALO ALTO INVESTORS LP
By: /s/ Angela Nguyen-Dinh, Chief Compliance Officer
PAI LLC
By: /s/ Patrick Lee, MD
/s/ Patrick Lee, MD
/s/ Anthony Joonkyoo Yun, MD
CUSIP No. 00163U106
13G
Page 10 of 10 Pages
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities
and Exchange Commission (the "SEC") any and all
statements on Schedule 13D or Schedule 13G
(and any amendments or supplements thereto)
required under section 13(d) of the Securities
Exchange Act of 1934, as amended, in connection
with purchases and sales by the undersigned of the
securities of any issuer until such time as the
undersigned file with the SEC a statement
terminating this Agreement Regarding Joint Filing
of Statement on Schedule 13D or 13G. For that purpose,
the undersigned hereby constitute and appoint Palo Alto
Investors, LP, a California limited partnership, as
their true and lawful agent and attorney-in-fact, with
full power and authority for and on behalf of the
undersigned to prepare or cause to be prepared, sign, file with
the SEC and furnish to any other person all certificates,
instruments, agreements and documents necessary to
comply with section 13(d) and section 16(a) of the
Securities Exchange Act of 1934, as amended, in
connection with said purchases and sales, and to do
and perform every act necessary and proper to be done
incident to the exercise of the foregoing power, as fully
as the undersigned might or could do if personally present,
until such time as the undersigned file with the SEC
a statement terminating this Agreement Regarding
Joint Filing of Statement on Schedule 13D or 13G.
Dated: February 14, 2020
PALO ALTO HEALTHCARE MASTER FUND II, L.P.
By: PAI LLC, General Partner
PALO ALTO INVESTORS LP
By: /s/ Angela Nguyen-Dinh, Chief Compliance Officer
PAI LLC
By: /s/ Patrick Lee, MD
/s/ Patrick Lee, MD
/s/ Anthony Joonkyoo Yun, MD