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"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 1)*
SIGA Technologies, Inc.
|
(Name of Issuer)
|
Common Stock, par value $0.0001 per share
|
(Title of Class of Securities)
|
826917106
|
(CUSIP Number)
|
Martin Sklar
Kleinberg, Kaplan, Wolff & Cohen P.C.
500 Fifth Avenue
New York, NY 10110
(212) 986-6000
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
August 17, 2021
|
(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 §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box [X].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
* 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).
1
|
NAMES OF REPORTING PERSONS
|
||||
Esopus Creek Value Series Fund LP – Series A
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
⌧
|
||
(b)
|
☐
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
WC
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|||||
8
|
SHARED VOTING POWER
|
||||
2,369,313
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
2,369,313
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
2,369,313
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
3.2%
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
1
|
NAMES OF REPORTING PERSONS
|
||||
Rainy Daze LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
⌧
|
||
(b)
|
☐
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
WC
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|||||
8
|
SHARED VOTING POWER
|
||||
594,179
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
594,179
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
594,179
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
Less than 1%
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
; | |||
OO
|
|||||
1
|
NAMES OF REPORTING PERSONS
|
||||
Esopus Creek Management LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
⌧
|
||
(b)
|
☐
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
AF
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|||||
8
|
SHARED VOTING POWER
|
||||
594,179
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
594,179
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
594,179
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
Less than 1%
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
1
|
NAMES OF REPORTING PERSONS
|
||||
Hutch Master Fund Ltd.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
⌧
|
||
(b)
|
☐
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
WC
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|||||
8
|
SHARED VOTING POWER
|
||||
831,900
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
831,900
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
831,900
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
1.1%
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
1
|
NAMES OF REPORTING PERSONS
|
||||
Hutch Capital Management LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
⌧
|
||
(b)
|
☐
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
WC
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|||||
8
|
SHARED VOTING POWER
|
||||
831,900
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
831,900
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
831,900
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
1.1%
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
1
|
NAMES OF REPORTING PERSONS
|
||||
Andrew L. Sole
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
⌧
|
||
(b)
|
☐
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
AF, OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|||
145,337
|
|||||
8
|
SHARED VOTING POWER
|
||||
2,963,492
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
145,337
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
2,963,492
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
3,108,829
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
4.1%
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
IN
|
|||||
1
|
NAMES OF REPORTING PERSONS
|
||||
Paul Saunders, Jr.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
⌧
|
||
(b)
|
☐
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
AF, OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|||
10,000
|
|||||
8
|
SHARED VOTING POWER
|
||||
2,331,900
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
0,000
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
2,331,900
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
2,341,900
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
3.1%
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
IN
|
|||||
Item 1. |
Security and Issuer.
|
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (the “Amendment No. 1”). This Amendment No. 1 amends the
Schedule 13D as specifically set forth herein.
Item 3. |
Source and Amount of Funds or Other Consideration.
|
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
All of the Shares to which this Statement relates were purchased on behalf of the Reporting Persons using the investment capital of the
respective Reporting Person. The aggregate amount of funds used for the purchase of the securities held by the Esopus Reporting Persons was approximately $7,695,181, including commissions. The aggregate amount of funds used for the purchase of the
securities held by the Hutch Reporting Persons was approximately $9,489,494, including commissions.
Item 4. |
Purpose of Transaction.
|
Item 4 of the Schedule 13D is hereby amended to add the following:
On August 17, 2021, the Reporting Persons issued a letter to the chief executive officer of the Issuer calling upon the Issuer to explore strategic
alternatives (the “CEO Letter”). In the CEO Letter, the Reporting Persons note that the Issuer’s per share price for the Common Stock has underperformed SPDR® S&P® Biotech ETF (ticker: XBI), and related that they believe that this
underperformance is due to: “(1) SIGA’s inability to generate additional contracts beyond its contract with the USG to stockpile 1.7 million courses of TPOXX which has been in place since 2011; (2) credibility degradation due to partnership
announcements and other business opportunities that have failed to generate any revenues and Company guidance on imminent foreign contracts that have failed to materialize; and (3) SIGA’s failure to return sufficient excess cash to shareholders”.
While the Issuer did commence a share repurchase program as proposed by the Reporting Persons, the Reporting Persons believe that the purchases have been
insufficient relative to the cash build on the Issuer’s balance sheet and the stark discount between the share price and intrinsic value. In February of 2021 the Reporting Persons proposed a $150 million Dutch tender offer funded by cash on hand and
the issuance of preferred equity. This proposal was rejected by management.
The Reporting Persons have also identified troubling corporate governance failures, MacAndrews and Forbes (“M&F”), the Issuer’s largest
shareholder, has not amended its Schedule l3D for nearly five years despite repeated changes in its Issuer board representatives and a recent increase in ownership exceeding 1%. The Reporting Persons have inquired as to whether M&F has pledged
its Issuer shares, given that ISS considers permitting a pledge by directors to be an oversight failure. The Reporting Persons have not received satisfactory responses from management as to these concerns.
Item 5. |
Interest in Securities of the Issuer.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 6 of the Schedule 13D is hereby amended to add the following:
As of the date hereof, Hutch Master has granted call options in an aggregate amount equal to 26,570 Shares.
Item 7. |
Material to be Filed as Exhibits.
|
Exhibit 99.3 |
Letter to the Chief Executive Officer of the Issuer, from Esopus Creek Management LLC and Hutch Capital Management LLC dated August 17, 2021.
|
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: August 17, 2021
Esopus Creek Value Series Fund LP – Series A
By: Esopus Creek Advisors, LLC, its general partner
By: /s/ Andrew L. Sole
Andrew L. Sole, as Managing Member
Rainy Daze LLC
By: Esopus Creek Management LLC, its investment manager
By: /s/ Andrew L. Sole
Andrew L. Sole, as Managing Member
Esopus Creek Management LLC
By: /s/ Andrew L. Sole
Andrew L. Sole, as Managing Member
Hutch Master Fund Ltd.
By: Hutch Capital Management LLC
By: /s/ Paul Saunders
Paul Saunders, Jr., as Managing Member
Hutch Capital Management LLC
By: /s/ Paul Saunders
Paul Saunders, Jr., as Managing Member
By: /s/ Andrew L. Sole
Andrew L. Sole, a natural person
By: /s/ Paul Saunders
Paul Saunders, Jr., a natural person
SCHEDULE A
Transactions in the Common Stock of the Issuer by Reporting Persons During the Past 60 Days
Date
|
Buy/Sell
|
Security
|
Approximate
Price Per Share1
|
Amount of Shares Bought/(Sold)
|
Esopus Creek Value Series Fund LP – Series A
|
||||
05/11/2021
|
BUY
|
Common Stock
|
$6.80
|
200
|
05/12/2021
|
BUY
|
Common Stock
|
$6.81
|
100
|
05/13/2021
|
BUY
|
Common Stock
|
$6.77
|
1436
|
06/02/2021
|
BUY
|
Common Stock
|
$6.80
|
2500
|
07/07/2021
|
BUY
|
Common Stock
|
$5.90
|
1,500
|
Rainy Daze LLC
|
||||
04/05/2021
|
SELL
|
Common Stock
|
$6.79
|
(700)
|
05/13/2021
|
SELL
|
Common Stock
|
$6.85
|
(800)
|
06/14/2021
|
SELL
|
Common Stock
|
$6.60
|
(700)
|
07/19/2021
|
SELL
|
Common Stock
|
$5.94
|
(921)
|
08/11/2021
|
SELL
|
Common Stock
|
$6.07
|
(800)
|
Hutch Master Fund Ltd.
|
||||
06/02/2021
|
BUY
|
common stock
|
$6.69
|
1,700
|
06/03/2021
|
BUY
|
common stock
|
$6.59
|
20
|
06/04/2021
|
BUY
|
common stock
|
$6.62
|
1,980
|
06/08/2021
|
BUY
|
common stock
|
$6.59
|
2,000
|
06/18/2021
|
BUY
|
Common Stock
|
$6.36
|
4,000
|
06/22/2021
|
BUY
|
Common Stock
|
$6.29
|
4,000
|
06/23/2021
|
BUY
|
Common Stock
|
$6.13
|
7,000
|
07/02/2021
|
BUY
|
Common Stock
|
$6.06
|
3,000
|
07/06/2021
|
BUY
|
Common Stock
|
$5.94
|
13,000
|
07/07/2021
|
BUY
|
Common Stock
|
$5.79
|
3,000
|
07/08/2021
|
BUY
|
Common Stock
|
$5.71
|
2,000
|
07/09/2021
|
BUY
|
Common Stock
|
$5.69
|
2,000
|
07/12/2021
|
BUY
|
Common Stock
|
$5.68
|
1,000
|
07/13/2021
|
BUY
|
Common Stock
|
$5.68
|
1,500
|
07/21/2021
|
SELL
|
Common Stock
|
$6.62
|
(15,000)
|
07/27/2021
|
BUY
|
Common Stock
|
$6.04
|
4,000
|
08/02/2021
|
BUY
|
Common Stock
|
$6.49
|
2,500
|
08/04/2021
|
BUY
|
Common Stock
|
$6.44
|
7,400
|
1 Including any brokerage fees