Sec Form 13G Filing - Nantucket Investments Ltd filing for JAGUAR HEALTH INC PAR $0.0 (JAGX) - 2020-03-31

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Jaguar Health, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
47010C409
(CUSIP Number)
March 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:
¨	Rule 13d-1(b)
ý	Rule 13d-1(c)
¨	Rule 13d-1(d)
(Page 1 of 7 Pages)

 

______________________________

*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 Reporting Persons are voluntarily making this filing to exit the Edgar reporting system.

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).

 

 

 

1	NAME OF REPORTING PERSON Nantucket Investments Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 36,362 shares of common stock issuable upon conversion of non-voting shares of common stock (1)
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 36,362 shares of common stock issuable upon conversion of non-voting shares of common stock (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,362 shares of common stock issuable upon conversion of non-voting shares of common stock (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.3%
12	TYPE OF REPORTING PERSON OO

 

(1) Consists of (i) 17,600 shares of common stock issuable upon conversion of non-voting shares of common stock which represent the 1,231,987 shares of non-voting shares of common stock reported in Amendment No. 1 to this Schedule 13G after taking into account the 70-1 reverse stock split that was effected by the Company on June 7, 2019 and (ii) 18,762 shares of common stock issuable upon conversion of non-voting shares of common stock that will be released from escrow to the Reporting Persons after April 1, 2020.

 

 

 

1	NAME OF REPORTING PERSON Burford Capital Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 36,362 shares of common stock issuable upon conversion of non-voting shares of common stock (1)
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 36,362 shares of common stock issuable upon conversion of non-voting shares of common stock (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,362 shares of common stock issuable upon conversion of non-voting shares of common stock (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.3%
12	TYPE OF REPORTING PERSON OO

 

(1) Consists of (i) 17,600 shares of common stock issuable upon conversion of non-voting shares of common stock which represent the 1,231,987 shares of non-voting shares of common stock reported in Amendment No. 1 to this Schedule 13G after taking into account the 70-1 reverse stock split that was effected by the Company on June 7, 2019 and (ii) 18,762 shares of common stock issuable upon conversion of non-voting shares of common stock that will be released from escrow to the Reporting Persons after April 1, 2020.

 

 

Item 1(a).	NAME OF ISSUER
	The name of the issuer is Jaguar Health, Inc. (the "Company").

 

Item 1(b).	ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
	The Company's principal executive offices are located at 201 Mission Street, Suite 2375, San Francisco, California 94105.

 

Item 2(a).	NAME OF PERSON FILING
	This statement is filed by:
	(i)	Nantucket Investments Limited, a company organized under the laws of Guernsey ("Nantucket"), with respect to the shares of Common Stock (as defined in Item 2(d) below) directly held by it; and
	(ii)	Burford Capital Limited, a company organized under the laws of Guernsey and publicly traded on the London Stock Exchange ("BCL"), with respect to the shares of Common Stock directly held by Nantucket.
	The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
	The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
	Nantucket is indirectly owned by BCL.  Burford Capital LLC, a Delaware limited liability company, provides services to Nantucket, its wholly owned subsidiary.  Burford Capital Holdings (UK) Limited, a company organized under the laws of England and Wales, is the sole owner of Burford Capital LLC and is majority owned by BCL.  Each of Nantucket, BCL, Burford Capital LLC and Burford Capital Holdings (UK) Limited disclaims beneficial ownership of the securities reported herein.

 

Item 2(b).	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
	The address of the business office of each of Nantucket and BCL is PO Box 282, Regency Court, Glategny Esplanade, St. Peter Port, Guernsey GY1 3RH.

 

Item 2(c).	CITIZENSHIP
	Nantucket and BCL are Guernsey companies.

 

Item 2(d).	TITLE OF CLASS OF SECURITIES
	Common Stock, $0.0001 par value (the "Common Stock").

 

Item 2(e).	CUSIP NUMBER
	47010C409

 

 

 

Item 3.	IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
	(a)	¨	Broker or dealer registered under Section 15 of the Act;
	(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
	(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;
	(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;
	(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
	(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
	(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
	(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

	If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
	specify the type of institution:	Not applicable.

 

Item 4.	OWNERSHIP
	The information required by Items 4(a) - (c) is set forth in Rows 5-11 of the cover page for each Reporting Person and is incorporated herein by reference.
	The percentages set forth in this Schedule 13G are calculated based upon a total of 14,311,443 shares of Common Stock outstanding as of December 31, 2019, as reported by the Company in its Registration Statement on Form S-1 filed on January 22, 2020.

 

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: ý

 

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
	Each of the Reporting Persons hereby makes the following certification:
	By signing below each Reporting Person certifies that, to the best of his or its 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.

 

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: March 31, 2020

 

NANTUCKET INVESTMENTS LIMITED
/s/ Mark Woodall
Name:	Mark Woodall
Title:	Director of International Administration Group,
	as Company Secretary
BURFORD CAPITAL LIMITED
/s/ Mark Woodall
Name:	Mark Woodall
Title:	Director of International Administration Group,
	as Company Secretary