Sec Form 13G Filing - Omega Fund IV L.P. @ Zyla Life Sciences

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

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

(Amendment No. 2)

Egalet Corporation

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

28226B104

(CUSIP Number)

December 31, 2016

(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)

☒ 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. 28226B104		13 G


1	NAMES OF REPORTING PERSONS Omega Fund IV, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
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 314,574
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 314,574
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 314,574
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 1.25% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV G.P. Manager, Ltd. (“Omega Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Anne-Mari Paster (“Paster”), Danish Biotech SPV I P/S (“Danish Biotech”), Danish Biotech SPV I, GP Ltd. (“Danish Biotech Ltd”), Kris Allen (“Allen”), and Martin Mullins (“Mullins”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Lim, Stampacchia, and Paster are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. Danish Biotech Ltd is the general partner of Danish Biotech and may be deemed to beneficially own the shares held by Danish Biotech. Allen and Mullins are the directors of Danish Biotech Ltd and may be deemed to beneficially own the shares held by Danish Biotech. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)	This percentage is calculated based upon 25,189,125 shares of the Common Stock outstanding as of November 8, 2016 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 8, 2016.


CUSIP NO. 28226B104		13 G


1	NAMES OF REPORTING PERSONS Omega Fund IV GP, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
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 314,574
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 314,574
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 314,574
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 1.25% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

(2)	This percentage is calculated based upon 25,189,125 shares of the Common Stock outstanding as of November 8, 2016 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 8, 2016.


CUSIP NO. 28226B104		13 G


1	NAMES OF REPORTING PERSONS Omega Fund IV G.P. Manager, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
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 314,574
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 314,574
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 314,574
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 1.25% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1)

(2)	This percentage is calculated based upon 25,189,125 shares of the Common Stock outstanding as of November 8, 2016 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 8, 2016.


CUSIP NO. 28226B104		13 G


1	NAMES OF REPORTING PERSONS Richard Li m
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 314,574
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 314,574
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 314,574
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 1.25% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

(1)

(2)	This percentage is calculated based upon 25,189,125 shares of the Common Stock outstanding as of November 8, 2016 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 8, 2016.


CUSIP NO. 28226B104		13 G


1	NAMES OF REPORTING PERSONS Otello Stampacchia
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Italy
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 314,574
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 314,574
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 314,574
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 1.25% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

(1)

(2)	This percentage is calculated based upon 25,189,125 shares of the Common Stock outstanding as of November 8, 2016 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 8, 2016.


CUSIP NO. 28226B104		13 G


1	NAMES OF REPORTING PERSONS Anne-Mari Paster
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 314,574
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 314,574
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 314,574
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 1.25% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

(1)

(2)	This percentage is calculated based upon 25,189,125 shares of the Common Stock outstanding as of November 8, 2016 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 8, 2016.


CUSIP NO. 28226B104		13 G


1	NAMES OF REPORTING PERSONS Danish Biotech SPV I P/S
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Denmark
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 2,575,352
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 2,575,352
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,575,352
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 10.22% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

(2)	This percentage is calculated based upon 25,189,125 shares of the Common Stock outstanding as of November 8, 2016 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 8, 2016.


CUSIP NO. 28226B104		13 G


1	NAMES OF REPORTING PERSONS Danish Biotech SPV I, GP Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
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 2,575,352
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 2,575,352
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,575,352
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 10.22% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1)

(2)	This percentage is calculated based upon 25,189,125 shares of the Common Stock outstanding as of November 8, 2016 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 8, 2016.


CUSIP NO. 28226B104		13 G


1	NAMES OF REPORTING PERSONS Kris Allen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 2,575,352
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 2,575,352
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,575,352
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 10.22% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

(1)

(2)	This percentage is calculated based upon 25,189,125 shares of the Common Stock outstanding as of November 8, 2016 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 8, 2016.

CUSIP NO. 28226B104 13 G


1	NAMES OF REPORTING PERSONS Martin Mullins
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 2,575,352
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 2,575,352
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,575,352
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 10.22% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

(1)

(2)	This percentage is calculated based upon 25,189,125 shares of the Common Stock outstanding as of November 8, 2016 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 8, 2016.


CUSIP NO. 28226B104		13 G

Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.001 per share (“Common Stock”), of Egalet Corporation (the “Issuer”).


Item 1(a)	Name of Issuer:

	Egalet Corporation (the “Issuer”)

Item 1(b)	Address of issuer’s principal executive offices:

	Egalet Corporation
	600 Lee Road, Suite 100
	Wayne, PA 19087

Items 2(a)	Name of Reporting Persons filing:

	Omega Fund IV, L.P. (“Omega Fund”)
	Omega Fund IV GP, L.P. (“Omega GP”)
	Omega Fund IV G.P. Manager, Ltd. (“Omega Ltd.”)
	Richard Lim (“Lim”)
	Otello Stampacchia (“Stampacchia”)
	Anne-Mari Paster (“Paster”)
	Danish Biotech SPV I P/S (“Danish Biotech”)
	Danish Biotech SPV I, GP Ltd. (“Danish Biotech Ltd”)
	Kris Allen (“Allen”)
	Martin Mullins (“Mullins”)

Item 2(b)	Address or principal business office or, if none, residence:

The address of the principal business office of Omega Fund, Omega GP, Omega Ltd, Lim, Stampacchia, and Paster is c/o Omega Fund Management, LLC, 185 Dartmouth Street, Suite 502, Boston, MA 02116. The address of the principal business office of Allen, Mullins, and Danish Biotech Ltd is c/o IPES (Guernsey) Limited, 1 Royal Plaza, Royal Avenue, St. Peter Port, Guernsey GY 1 2HL, Channel Islands, UK. The address of the principal business office of Danish Biotech is c/o Gorrissen Federspiel Kierkegarrd, H.C. Andersens Boulevard 12, 1553 Copenhagen, Denmark.

Item 2(c)	Citizenship:

	Name	Citizenship or Place of Organization
	Omega Fund	Cayman Islands
	Omega GP	Cayman Islands
	Omega Ltd.	Cayman Islands
	Lim	United States of America
	Stampacchia	Italy
	Paster	United States of America
	Danish Biotech	Denmark
	Danish Biotech Ltd	Guernsey
	Allen	United Kingdom
	Mullins	United Kingdom

Item 2(d)	Title of class of securities:

	Common Stock, $0.001 par value per share


CUSIP NO. 28226B104		13 G


Item 2(e)		CUSIP No.:

		28226B104

Item 3		If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filings is a:

		Not applicable.

Item 4		Ownership

		The following information with respect to the ownership of Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2016:


Reporting Persons	Shares of Common Stock Held Directly		Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power		Beneficial Ownership		Percentage of Class (1)
Omega Fund(2)(4)		314,574		0		314,574		0		314,574		314,574		1.25	%
Omega GP(2)(4)		0		0		314,574		0		314,574		314,574		1.25	%
Omega Ltd(2)(4)		0		0		314,574		0		314,574		314,574		1.25	%
Lim (2)(4)		0		0		314,574		0		314,574		314,574		1.25	%
Stampacchia(2)(4)		0		0		314,574		0		314,574		314,574		1.25	%
Paster(2)(4)		0		0		314,574		0		314,574		314,574		1.25	%
Danish Biotech(3)(4)		2,575,352		0		2,575,352		0		2,575,352		2,575,352		10.22	%
Danish Biotech Ltd(3)(4)		0		0		2,575,352		0		2,575,352		2,575,352		10.22	%
Allen(3)(4)		0		0		2,575,352		0		2,575,352		2,575,352		10.22	%
Mullins(3)(4)		0		0		2,575,352		0		2,575,352		2,575,352		10.22	%

(1)	This percentage is calculated based upon 25,189,125 shares of the Common Stock outstanding as of November 8, 2016 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 8, 2016.

(2)

Omega Fund owns 314,574 shares. Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund, and each of Omega GP and Omega Ltd may be deemed to own beneficially the shares held by Omega Fund. Lim, Stampacchia, and Paster are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund.

(3)

Danish Biotech owns 2,575,352 shares. Danish Biotech Ltd is the general partner of Danish Biotech and may be deemed to beneficially own the shares held by Danish Biotech. Allen and Mullins are the directors of Danish Biotech Ltd and may be deemed to beneficially own the shares held by Danish Biotech.

(4)	The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.


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 ☐.

Item 6		Ownership of More than Five Percent on Behalf of Another Person

		If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐


CUSIP NO. 28226B104		13 G


I tem 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		Certifications

		Not applicable.


CUSIP NO. 28226B104		13 G

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.


Dated:		February 13, 2017

OMEGA FUND IV, L.P.

BY:		Omega Fund IV GP, L.P.
ITS:		GENERAL PARTNER

BY:		Omega Fund IV G.P. Manager, Ltd.
ITS:		GENERAL PARTNER

By:		/s/ Anne-Mari Paster
		Director

OMEGA FUND IV GP, L.P.

BY:		Omega Fund IV G.P. Manager, Ltd.
ITS:		GENERAL PARTNER

By:		/s/ Anne-Mari Paster
		Director

OMEGA FUND IV G.P. MANAGER, LTD.

By:		/s/ Anne-Mari Paster
		Director

/s/ Richard Lim
Richard Lim

/s/ Otello Stampacchia
Otello Stampacchia

/s/ Anne-Mari Paster
Anne-Mari Paster

DANISH BIOTECH SPV I P/S

By:		/s/ Martin Mullins
		Martin Mullins, Director

By:		/s/ Kris Allen
		Kris Allen, Director

DANISH BIOTECH SPV I, GP Ltd.

By:		/s/ Martin Mullins
		Martin Mullins, Director


CUSIP NO. 28226B104		13 G


/s/ Kris Allen
Kris Allen

/s/ Martin Mullins
Martin Mullins

Exhibit(s):



Exhibit 99.1:		Joint Filing Statement

Sec Form 13G Filing - Omega Fund IV L.P. filing for Zyla Life Sciences (ZCOR) - 2017-02-14