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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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
Adamas Pharmaceuticals, Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
00548A106
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x 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. 00548A106 | 13 G | Page 2 of 5 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
aeris Capital Equity Investments, L.P. (“Aeris”) | |||||
| 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
837,128 shares. | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
837,128 shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
837,128 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.5% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
| CUSIP NO. 00548A106 | 13 G | Page 3 of 5 |
| ITEM 1(A). | NAME OF ISSUER |
Adamas Pharmaceuticals, Inc. (the “Issuer”)
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
1900 Powell Street, Suite 750
Emeryville, CA 94608
| ITEM 2(A). | NAME OF PERSONS FILING |
This Statement is filed by aeris Capital Equity Investments, L.P. (“Aeris”). The foregoing entity is referred to as the “Reporting Person.”
| ITEM 2(B). | ADDRESS OF PRINCIPAL BUSINESS OFFICE |
The principal business office of the Reporting Person is:
c/o Avalon Trust & Corporate Services, Ltd.
Landmark Sq, 1st Floor,
64 Earth Close, PO Box 715
Grand Cayman, KY1-1107
Cayman Islands
| ITEM 2(C) | CITIZENSHIP |
Aeris is a Cayman Island limited partnership.
| ITEM 2(D) | TITLE OF CLASS OF SECURITIES |
Shares of Common Stock, $0.001 par value per share (“Common Stock”)
| ITEM 2(E) | CUSIP NUMBER |
00548A106
| ITEM 3. | Not Applicable. |
| ITEM 4. | OWNERSHIP |
As of December 31, 2015, the Reporting Person beneficially owns 837,128 shares of Common Stock of the Issuer, representing approximately 4.5% of such class of securities. The percentage of Common Stock beneficially owned by the Reporting Person is based on a total of 18,422,074 shares of Common Stock outstanding as of November 9, 2015, as reported in the Issuer’s quarterly report on Form 10-Q for the fiscal quarter ending September 30, 2015.
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
Under certain circumstances set forth in the limited partnership agreement of Aeris, the general and limited partners of such entity may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by each such entity of which they are a partner or member, as the case may be.
| CUSIP NO. 00548A106 | 13 G | Page 4 of 5 |
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
Not applicable.
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
Not applicable.
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
Not applicable.
| ITEM 10. | CERTIFICATION. |
Not applicable.
| CUSIP NO. 00548A106 | 13 G | Page 5 of 5 |
SIGNATURES
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: February 8, 2016
| aeris Capital Equity Investments, L.P. | ||
| BY: | /s/ Ralph Woodford | |
| Name: | Ralph Woodford | |
| Title: | Director | |