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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| CUSIP NO. 47010C409 | 13G | Page 1 of 8 Pages |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 – Exit Filing ) *
Jaguar Health, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
47010C409
(CUSIP Number)
December 3 , 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:
¨ Rule 13d-1(b)
x 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 the disclosures provided in a prior cover page.
The information required in 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).
Continued on following pages
Page 1 of 8 Pages
| CUSIP NO. 47010C409 | 13G | Page 2 of 8 Pages |
1. Names of Reporting Persons.
Sagard Capital Partners, L.P.
2. Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. Sole Voting Power 0
6. Shared Voting Power 1,910,0431
7. Sole Dispositive Power 0
8. Shared Dispositive Power 1,910,0431
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,910,0431
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
11. Percent of Class Represented by Amount in Row (9)
2.8%2
1 Consists of (i) 1,144,737 shares of voting common stock of the Issuer, par value $0.0001 per share (“Common Stock”) and (ii) shares of Common Stock issuable upon the exercise of a Common Stock Purchase Warrant, which is currently exercisable for 765,306 shares of Common Stock.
2 Based on shares of Common Stock outstanding as of November 6, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, that was filed by the Issuer with the U.S. Securities and Exchange Commission on November 16, 2020, plus the shares of Common Stock issuable upon the exercise of the Common Stock Purchase Warrant described above.
| CUSIP NO. 47010C409 | 13G | Page 3 of 8 Pages |
12. Type of Reporting Person:
PN
| CUSIP NO. 47010C409 | 13G | Page 4 of 8 Pages |
Names of Reporting Persons.
Sagard Capital Partners GP, Inc.
2. Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. Sole Voting Power 0
6. Shared Voting Power 1,910,0433
7. Sole Dispositive Power 0
8. Shared Dispositive Power 1,910,0433
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,910,0433
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
11. Percent of Class Represented by Amount in Row (9)
2.8%4
12. Type of Reporting Person:
CO
3 See footnote 1 on first page.
4 See footnote 2 on first page.
| CUSIP NO. 47010C409 | 13G | Page 5 of 8 Pages |
Names of Reporting Persons.
Sagard Capital Partners Management Corp.
2. Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. Sole Voting Power 0
6. Shared Voting Power 1,910,0435
7. Sole Dispositive Power 0
8. Shared Dispositive Power 1,910,0435.
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,910,0435
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
11. Percent of Class Represented by Amount in Row (9)
2.8%6
12. Type of Reporting Person:
CO
5 See footnote 1 on first page.
6 See footnote 2 on first page.
| CUSIP NO. 47010C409 | 13G | Page 6 of 8 Pages |
| Item 1(a). | Name of Issuer: |
Jaguar Health, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
200 Pine Street, Suite 400
San Francisco, CA 94104
| Item 2(a). | Name of Persons Filing: |
This Amendment No. 1 (“Amendment”), filed on behalf of Sagard Capital Partners, L.P., a Delaware limited partnership (“Sagard”), Sagard Capital Partners GP, Inc., a Delaware corporation (“GP”), and Sagard Capital Partners Management Corp., a Delaware corporation (“Manager,” and together with Sagard and GP, the “Reporting Persons”), amends and supplements the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on September 11, 2020 (the “Schedule 13G”).
Sagard is the direct owner of the securities of the Issuer reported herein as beneficially owned by each of the Reporting Persons. GP is the general partner of Sagard and Manager is the investment manager of Sagard.
As a result of direct and indirect securities holdings, Power Corporation of Canada (“PCC”) and the Desmarais Family Residuary Trust (the “Trust”), which was created on October 8, 2013 under the Last Will and Testament of Paul G. Desmarais, the trustees of which are Paul Desmarais, Jr., André Desmarais, Sophie Desmarais, Michel Plessis-Bélair and Guy Fortin, may be deemed to control the Reporting Persons. Decisions with respect to voting the shares of PCC held directly and indirectly by the Trust are determined by a majority of the trustees, excluding Sophie Desmarais. PCC, a corporation organized under the laws of Canada, is an international management and holding company with its principal place of business at 751 Victoria Square, Montreal (Québec), Canada H2Y 2J3. The Trust was formed under the laws of Québec and has its address at 759 Square Victoria, Montreal (Québec), Canada H2Y 2J7. Sagard Holdings Inc. (“Holdings”), a corporation organized under the laws of Canada, is a limited partner of Sagard and the sole stockholder of Manager and also may be deemed to control the Reporting Persons. Holdings has its address at 751 Victoria Square, Montreal (Québec), Canada H2Y 2J3.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
For each of the Reporting Persons, the principal business address, which also serves as the principal office, is 280 Park Avenue, 3rd Floor West, New York, NY 10017.
| Item 2(c). | Citizenship: |
All Reporting Persons are organized under the laws of the state of Delaware.
| Item 2(d). | Title of Class of Securities: |
Common stock, $0.0001 par value (the “Shares”)
| Item 2(e). | CUSIP Number: |
47010C409
| 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: |
Not applicable.
| CUSIP NO. 47010C409 | 13G | Page 7 of 8 Pages |
| Item 4. | Ownership: |
The information in Items 1 and 5 through 11 on each of the cover pages of this Amendment is hereby incorporated by reference. The filing of this Amendment represents the final amendment to the Schedule 13G and constitutes an exit filing for the Reporting Persons.
The filing of this Amendment shall not be construed as an admission that any Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of the shares reported herein. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its interest therein.
In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the “Release”) this filing reflects the securities beneficially owned by the Reporting Persons and PCC. The filing does not reflect securities beneficially owned, if any, by any subsidiaries of PCC whose ownership of securities is disaggregated from that of PCC in accordance with the Release.
| 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 5 percent of the class of securities, check the following: x
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
Not applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
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: |
| 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 i n any transaction having that purpose or effect. |
| CUSIP NO. 47010C409 | 13G | Page 8 of 8 Pages |
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 11, 2021
| SAGARD CAPITAL PARTNERS, L.P. | |||
| By: | Sagard Capital Partners GP, Inc., its general partner | ||
| By: | /s/ Samuel Robinson | ||
| Name: | Samuel Robinson | ||
| Title: | President | ||
| SAGARD CAPITAL PARTNERS GP, INC. | |||
| By: | /s/ Samuel Robinson | ||
| Name: | Samuel Robinson | ||
| Title: | President | ||
| SAGARD CAPITAL PARTNERS MANAGEMENT CORP. | |||
| By: | /s/ Samuel Robinson | ||
| Name: | Samuel Robinson | ||
| Title: | President | ||