Sec Form 13D Filing - CR Group L.P. filing for Zyla Life Sciences (ZCOR) - 2020-05-22

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.

  NAME OF REPORTING PERSON

  Nathan D. Hukill

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  None

  SHARED VOTING POWER

  0⁽¹⁾

  SOLE DISPOSITIVE POWER

  None

  SHARED DISPOSITIVE POWER

  0⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  0⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0%⁽¹⁾

  TYPE OF REPORTING PERSON

  IN

Disposed of pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 16, 2020, by and among the Issuer and Assertio Therapeutics, Inc., a Delaware corporation, Assertio Holdings, Inc., a Delaware corporation (“Parent”), Zebra Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent and Alligator Merger Sub, Inc., a Delaware corporation, whereby each share of Issuer common stock was cancelled and converted into the right to receive 2.5 shares of Parent common stock having a market value of $0.80 per share, the closing price on the day prior to the effective date of the merger, as provided in the Merger Agreement. As contemplated by the Merger Agreement, the warrant to acquire shares of the Issuer’s common stock was replaced with a warrant to purchase Parent common stock at the same exchange ratio, and with an exercise price of $0.0004 per share.

  NAME OF REPORTING PERSON

  CR Group L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  None

  SHARED VOTING POWER

  0⁽¹⁾

  SOLE DISPOSITIVE POWER

  None

  SHARED DISPOSITIVE POWER

  0⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  0⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0%⁽¹⁾

  TYPE OF REPORTING PERSON

  IA

Disposed of pursuant to the Merger Agreement, whereby each share of Issuer common stock was cancelled and converted into the right to receive 2.5 shares of Parent common stock having a market value of $0.80 per share, the closing price on the day prior to the effective date of the merger, as provided in the Merger Agreement. As contemplated by the Merger Agreement, the warrant to acquire shares of the Issuer’s common stock was replaced with a warrant to purchase Parent common stock at the same exchange ratio, and with an exercise price of $0.0004 per share.

  NAME OF REPORTING PERSON

  CRG Partners III L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  None

  SHARED VOTING POWER

  0⁽¹⁾

  SOLE DISPOSITIVE POWER

  None

  SHARED DISPOSITIVE POWER

  0⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  0⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0%⁽¹⁾

  TYPE OF REPORTING PERSON

  PN

Disposed of pursuant to the Merger Agreement, whereby each share of Issuer common stock was cancelled and converted into the right to receive 2.5 shares of Parent common stock having a market value of $0.80 per share, the closing price on the day prior to the effective date of the merger, as provided in the Merger Agreement. As contemplated by the Merger Agreement, the warrant to acquire shares of the Issuer’s common stock was replaced with a warrant to purchase Parent common stock at the same exchange ratio, and with an exercise price of $0.0004 per share.

  NAME OF REPORTING PERSON

  CRG Partners III – Parallel Fund “A” L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  None

  SHARED VOTING POWER

  0⁽¹⁾

  SOLE DISPOSITIVE POWER

  None

  SHARED DISPOSITIVE POWER

  0⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  0⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0%⁽¹⁾

  TYPE OF REPORTING PERSON

  PN

Disposed of pursuant to the Merger Agreement, whereby each share of Issuer common stock was cancelled and converted into the right to receive 2.5 shares of Parent common stock having a market value of $0.80 per share, the closing price on the day prior to the effective date of the merger, as provided in the Merger Agreement. As contemplated by the Merger Agreement, the warrant to acquire shares of the Issuer’s common stock was replaced with a warrant to purchase Parent common stock at the same exchange ratio, and with an exercise price of $0.0004 per share.

  NAME OF REPORTING PERSON

  CRG Partners III – Parallel Fund “B” (Cayman) L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  None

  SHARED VOTING POWER

  0⁽¹⁾

  SOLE DISPOSITIVE POWER

  None

  SHARED DISPOSITIVE POWER

  0⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  0⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0%⁽¹⁾

  TYPE OF REPORTING PERSON

  PN

Disposed of pursuant to the Merger Agreement, whereby each share of Issuer common stock was cancelled and converted into the right to receive 2.5 shares of Parent common stock having a market value of $0.80 per share, the closing price on the day prior to the effective date of the merger, as provided in the Merger Agreement. As contemplated by the Merger Agreement, the warrant to acquire shares of the Issuer’s common stock was replaced with a warrant to purchase Parent common stock at the same exchange ratio, and with an exercise price of $0.0004 per share.

  NAME OF REPORTING PERSON

  CRG Partners III (Cayman) Lev AIV I L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  None

  SHARED VOTING POWER

  0⁽¹⁾

  SOLE DISPOSITIVE POWER

  None

  SHARED DISPOSITIVE POWER

  0⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  0⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0%⁽¹⁾

  TYPE OF REPORTING PERSON

  PN

Disposed of pursuant to the Merger Agreement, whereby each share of Issuer common stock was cancelled and converted into the right to receive 2.5 shares of Parent common stock having a market value of $0.80 per share, the closing price on the day prior to the effective date of the merger, as provided in the Merger Agreement. As contemplated by the Merger Agreement, the warrant to acquire shares of the Issuer’s common stock was replaced with a warrant to purchase Parent common stock at the same exchange ratio, and with an exercise price of $0.0004 per share.

  NAME OF REPORTING PERSON

  CRG Partners III (Cayman) Unlev AIV I L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  None

  SHARED VOTING POWER

  0⁽¹⁾

  SOLE DISPOSITIVE POWER

  None

  SHARED DISPOSITIVE POWER

  0⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  0⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0%⁽¹⁾

  TYPE OF REPORTING PERSON

  PN

Disposed of pursuant to the Merger Agreement, whereby each share of Issuer common stock was cancelled and converted into the right to receive 2.5 shares of Parent common stock having a market value of $0.80 per share, the closing price on the day prior to the effective date of the merger, as provided in the Merger Agreement. As contemplated by the Merger Agreement, the warrant to acquire shares of the Issuer’s common stock was replaced with a warrant to purchase Parent common stock at the same exchange ratio, and with an exercise price of $0.0004 per share.

  NAME OF REPORTING PERSON

  Loan Security Holdings I LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  None

  SHARED VOTING POWER

  0⁽¹⁾

  SOLE DISPOSITIVE POWER

  None

  SHARED DISPOSITIVE POWER

  0⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  0⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0%⁽¹⁾

  TYPE OF REPORTING PERSON

  OO

Disposed of pursuant to the Merger Agreement, whereby each share of Issuer common stock was cancelled and converted into the right to receive 2.5 shares of Parent common stock having a market value of $0.80 per share, the closing price on the day prior to the effective date of the merger, as provided in the Merger Agreement. As contemplated by the Merger Agreement, the warrant to acquire shares of the Issuer’s common stock was replaced with a warrant to purchase Parent common stock at the same exchange ratio, and with an exercise price of $0.0004 per share.

The information contained on the cover pages of this Schedule 13D is incorporated by reference into this Item 5.

Neither LSH, the CRG Entities, the CR Group nor Mr. Hukill have any power to vote or direct the vote of (or any shared power to dispose or direct the disposition of) any shares.

On May 20, 2020, the parties to the Merger Agreement consummated the transactions contemplated thereby. Accordingly, the Reporting Persons disposed of the shares and the Iroko Warrant pursuant to the Merger Agreement, and accordingly received 11,467,185 shares of Parent common stock having a market value of $0.80 per share, the closing price on the day prior to the effective date of the merger, as provided in the Merger Agreement, and a warrant to acquire an aggregate 6,091,148 shares of Parent common stock at an exercise price of $0.0004 per share.

No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares or the Iroko Warrant.

May 20, 2020.

Exhibit A -