Sec Form 13G Filing - Lion Point Capital LP filing for MARINUS PHARMACEUTICALS INC (MRNS) - 2021-02-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 1)¹

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

1 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)	Includes 950,600 shares of the Issuer’s Common Stock issuable upon conversion of 4,753 shares of the Issuer’s  Series A Participating Convertible Preferred Stock (the “Series A Preferred Stock”).

 

 

 

(1)	Includes 950,600 shares of the Issuer’s Common Stock issuable upon conversion of 4,753 shares of the Series A Preferred Stock.

 

 

 

 

(1)	Includes 950,600 shares of the Issuer’s Common Stock issuable upon conversion of 4,753 shares of the Series A Preferred Stock.

 

 

(1)	Includes 950,600 shares of the Issuer’s Common Stock issuable upon conversion of 4,753 shares of the Series A Preferred Stock.

 

Marinus Pharmaceuticals, Inc. (the “Issuer”).

 

 

5 Radnor Corporate Center, Suite 500, 100 Matsonford Rd, Radnor, PA 19087

This Schedule 13G Amendment No. 1 (“Amendment No. 1”) is being jointly filed by Lion Point Capital, LP, a Delaware limited partnership (“Lion Point Capital”), Lion Point Master, LP, a Cayman Islands exempted limited partnership (“Lion Point Master”), Lion Point Capital GP, LLC, a Delaware limited liability company (“Lion Point GP”), Lion Point Holdings GP, LLC, a Delaware limited liability company (“Lion Point Holdings”), Didric Cederholm, a dual citizen of Sweden and France, and James Freeman, a citizen of the United States of America. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Lion Point Holdings is the general partner of Lion Point Capital.  Lion Point Capital is the investment manager to Lion Point Master. Lion Point GP is the general partner of Lion Point Master. Mr. Cederholm is a Founding Partner and Chief Investment Officer of each of Lion Point GP and Lion Point Capital. Mr. Cederholm is also a Member and a Manager of each of Lion Point GP and Lion Point Holdings. Mr. Freeman is a Founding Partner and Head of Research of each of Lion Point GP and Lion Point Capital. Mr. Freeman is also a Member and a Manager of each of Lion Point GP and Lion Point Holdings. By virtue of these relationships, each of Lion Point GP, Lion Point Holdings, Mr. Cederholm and Mr. Freeman may be deemed to beneficially own the securities beneficially owned by Lion Point Capital.

The principal business office of each of the Reporting Persons is 250 West 55^th Street, 33^rd Floor, New York New York 10019.

Each of Lion Point Capital, Lion Point GP, and Lion Point Holdings is organized under the laws of the State of Delaware. Lion Point Master is organized under the laws of the Cayman Islands. Mr. Cederholm is a dual citizen of Sweden and France. Mr. Freeman is a citizen of the United States of America.

Common Stock, $0.001 par value (the “Shares”)

56854Q101

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer.

As of the close of business on December 31, 2020, each of Lion Point Capital, Lion Point Holdings, Mr. Cederholm and Mr. Freeman may be deemed to have  beneficially owned  4,568,934 shares of Common Stock. The number of shares reported as beneficially owned excludes shares of Common Stock underlying shares of Series A Preferred Stock that are not presently convertible due to the effect of a beneficial ownership limitation blocker.  As of the close of business on December 31, 2020, each of Lion Point Master and Lion Point GP may be deemed to have beneficially owned 0 shares of Common Stock.

As of the close of business on December 31, 2020, each of Lion Point Capital, Lion Point Holdings, Mr. Cederholm and Mr. Freeman may be deemed to have  beneficially owned  12.2% (based upon 36,578,460 shares of Common Stock to be outstanding as of December 31, 2020 as reported by the Company to the Reporting Persons). As of the close of business on December 31, 2020, each of Lion Point Master and Lion Point GP may be deemed to have beneficially owned 0%.

(c)            Number of shares as to which each Reporting Person has:

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

The filing of this Amendment No. 1 shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.

If this statement is being filed to report the fact that as of the date hereof each reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Not Applicable.

Not Applicable.

See Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission on February 14, 2020

Not Applicable.

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 in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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