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 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. 14)*
Alimera Sciences, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
016259202
(CUSIP Number)
December 31, 2022
(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. 016259202
13G
Page 2 of 12 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
802,423
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
802,423
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
802,423
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.45%
12.
TYPE OF REPORTING PERSON (see instructions)
IN, HC
CUSIP No. 016259202
13G
Page 3 of 12 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
802,423
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
802,423
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
802,423
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.45%
12.
TYPE OF REPORTING PERSON (see instructions)
IN, HC
CUSIP No. 016259202
13G
Page 4 of 12 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
802,423
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
802,423
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
802,423
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.45%
12.
TYPE OF REPORTING PERSON (see instructions)
OO, IA
CUSIP No. 016259202
13G
Page 5 of 12 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
802,423
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
802,423
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
802,423
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.45%
12.
TYPE OF REPORTING PERSON (see instructions)
OO, IA
CUSIP No. 016259202
13G
Page 6 of 12 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
459,385
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
459,385
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
459,385
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.56%
12.
TYPE OF REPORTING PERSON (see instructions)
PN
CUSIP No. 016259102
13G
Page 7 of 12 Pages
Item 1.
(a)
Name of Issuer
Alimera Sciences, Inc.
(b)
Address of Issuer's Principal Executive Offices
6310 Town Square, Suite 400, Alpharetta, GA 30005
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 and Preferred Stock
(e)
CUSIP Number
016259202
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. 016259102
13G
Page 8 of 12 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).
CUSIP No. 016259202
13G
Page 9 of 12 Pages
Item 4. Ownership.
See Items 5-8 and 10 of the cover page for each Filer. The number of shares
held by the Filers includes (1) 200,919 shares of Common Stock that they
hold directly and (2) 601,504 shares of Common Stock that they may acquire
on conversion of shares of the Company's Series A
Convertible Preferred Stock ("Series A Preferred") that they hold. Shares
of Common Stock are held by Healthcare Master II and other investment funds.
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. PAI's 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 Filer's 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. 016259202
13G
Page 10 of 12 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, 2023
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/ Anthony Joonkyoo Yun, MD
CUSIP No. 016259102
13G
Page 11 of 12 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, 2023
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/ Anthony Joonkyoo Yun, MD