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. 12)*
AMAG Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
00163U106
(CUSIP Number)
December 31, 2020
(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
0
6.
SHARED VOTING POWER
0
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
12.
TYPE OF REPORTING PERSON (see instructions)
IN, 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
0
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
12.
TYPE OF REPORTING PERSON (see instructions)
IN, 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
0
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
12.
TYPE OF REPORTING PERSON (see instructions)
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
0
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
12.
TYPE OF REPORTING PERSON (see instructions)
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
0
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
12.
TYPE OF REPORTING PERSON (see instructions)
PN
CUSIP No. 00163U106
13G
Page 7 of 10 Pages
Item 1.
(a)
Name of Issuer
AMAG Pharmaceuticals, Inc.
(b)
Address of Issuer's 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 ("Dr. Lee")
Anthony Joonkyoo Yun, MD ("Dr. Yun")
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.
AMAG Pharmaceuticals, Inc. entered into a merger agreement with
Covis Group S.a r.l. on November 16, 2020. In light of the merger agreement,
the reporting persons listed on this 13G ceased to be 5% beneficial owners of
AMAG Pharmaceuticals, Inc. This 13G amendment represents the final filing
for all listed reporting persons.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
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 Filer's pecuniary interest therein.
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 16, 2021
PALO ALTO HEALTHCARE MASTER FUND II, L.P.
By: /s/ 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 16, 2021
PALO ALTO HEALTHCARE MASTER FUND II, L.P.
By: /s/ 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