Sec Form 13G Filing - CR Group L.P. filing for ASSERTIO HLDGS INC (ASRT) - 2020-05-28

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.

  Names of Reporting Persons.

  Nathan D. Hukill

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  United States

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  17,558,333⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  17,558,333⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  17,558,333⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  15.8%⁽²⁾

  Type of Reporting Person (See Instructions)

  IN

Includes 6,091,148 shares of Common Stock issuable upon exercise of a Warrant. The Warrant can be exercised at any time, at an exercise price of $0.0004 per share.

Calculated based on 105,298,152 shares of Common Stock issued and outstanding immediately after the effective time of the merger pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 16, 2020, by and among Zyla Life Sciences (“Zyla”), Assertio Therapeutics, Inc., Issuer, Zebra Merger Sub, Inc., and Alligator Merger Sub, Inc., whereby each share of Zyla common stock was converted into the right to receive 2.5 shares of Issuer 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.

  Names of Reporting Persons.

  CR Group L.P.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  17,558,333⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  17,558,333⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  17,558,333⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  15.8%⁽²⁾

  Type of Reporting Person (See Instructions)

  IA

Includes 6,091,148 shares of Common Stock issuable upon exercise of a Warrant. The Warrant can be exercised at any time, at an exercise pri ce of $0.0004 per share.

Calculated based on 105,298,152 shares of Common Stock issued and outstanding immediately after the effective time of the merger pursuant to that certain Merger Agreement whereby each share of Zyla common stock was converted into the right to receive 2.5 shares of Issuer 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.

  Names of Reporting Persons.

  CRG Partners III L.P.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  17,558,333⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  17,558,333⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  17,558,333⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  15.8%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Includes 6,091,148 shares of Common Stock issuable upon exercise of a Warrant. The Warrant can be exercised at any time, at an exercise price of $0.0004 per share.

Calculated based on 105,298,152 shares of Common Stock issued and outstanding immediately after the effective time of the merger pursuant to that certain Merger Agreement whereby each share of Zyla common stock was converted into the right to receive 2.5 shares of Issuer 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.

  Names of Reporting Persons.

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

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  17,558,333⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  17,558,333⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  17,558,333⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  15.8%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Includes 6,091,148 shares of Common Stock issuable upon exercise of a Warrant. The Warrant can be exercised at any time, at an exercise price of $0.0004 per share.

Calculated based on 105,298,152 shares of Common Stock issued and outstanding immediately after the effective time of the merger pursuant to that certain Merger Agreement whereby each share of Zyla common stock was converted into the right to receive 2.5 shares of Issuer 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.

  Names of Reporting Persons.

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

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  17,558,333⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  17,558,333⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  17,558,333⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  15.8%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Includes 6,091,148 shares of Common Stock issuable upon exercise of a Warrant. The Warrant can be exercised at any time, at an exercise price of $0.0004 per share.

Calculated based on 105,298,152 shares of Common Stock issued and outstanding immediately after the effective time of the merger pursuant to that certain Merger Agreement whereby each share of Zyla common stock was converted into the right to receive 2.5 shares of Issuer 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.

  Names of Reporting Persons.

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

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  17,558,333⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  17,558,333⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  17,558,333⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  15.8%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Includes 6,091,148 shares of Common Stock issuable upon exercise of a Warrant. The Warrant can be exercised at any time, at an exercise price of $0.0004 per share.

Calculated based on 105,298,152 shares of Common Stock issued and outstanding immediately after the effective time of the merger pursuant to that certain Merger Agreement whereby each share of Zyla common stock was converted into the right to receive 2.5 shares of Issuer 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.

  Names of Reporting Persons.

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

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  17,558,333⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  17,558,333⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  17,558,333⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  15.8%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Includes 6,091,148 shares of Common Stock issuable upon exercise of a Warrant. The Warrant can be exercised at any time, at an exercise price of $0.0004 per share.

Calculated based on 105,298,152 shares of Common Stock issued and outstanding immediately after the effective time of the merger pursuant to that certain Merger Agreement whereby each share of Zyla common stock was converted into the right to receive 2.5 shares of Issuer 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.

  Names of Reporting Persons.

  Loan Security Holdings I LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  17,558,333⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  17,558,333⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  17,558,333⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  15.8%⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Includes 6,091,148 shares of Common Stock issuable upon exercise of a Warrant. The Warrant can be exercised at any time, at an exercise price of $0.0004 per share.

Calculated based on 105,298,152 shares of Common Stock issued and outstanding immediately after the effective time of the merger pursuant to that certain Merger Agreement whereby each share of Zyla common stock was converted into the right to receive 2.5 shares of Issuer 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.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Nathan Hukill;

CR Group L.P.;

CRG Partners III L.P.;

CRG Partners III – Parallel Fund “A” LP;

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

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

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

Loan Security Holdings I LLC.

Address of Principal Business Office or, if none, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Ownership.

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.

Description