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.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Alimera Sciences, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
016259202
(CUSIP Number)
April 16, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o 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 the disclosures provided in a prior cover page.
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).
(Continued on following pages)
CUSIP NO.: 016259202
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(1) |
NAME OF REPORTING PERSONS | |||||
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Ocumension Therapeutics | |||||
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(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||||
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(a) |
¨ |
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(b) |
¨ |
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(3) |
SEC USE ONLY | |||||
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(4) |
CITIZENSHIP OR PLACE OF ORGANIZATION | |||||
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Cayman Islands | |||||
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NUMBER OF |
(5) |
SOLE VOTING POWER | ||||
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1,144,9451 | |||||
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(6) |
SHARED VOTING POWER | |||||
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0 | |||||
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(7) |
SOLE DISPOSITIVE POWER | |||||
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1,144,945 | |||||
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(8) |
SHARED DISPOSITIVE POWER | |||||
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0 | |||||
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(9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||
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1,144,945 | |||||
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(10) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | |||||
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¨ | |||||
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(11) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |||||
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16.62 | |||||
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(12) |
TYPE OF REPORTING PERSON | |||||
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CO | |||||
1 In accordance with the Voting and Investor Rights Agreement entered into between Alimera Sciences Inc. (the “Issuer”) and Ocumension Therapeutics (the “Filer”) on April 14, 2021, the Filer agrees, under certain circumstances, to vote as indicated by the board of directors of the Issuer.
2 Calculation is based upon 6,898,379 shares outstanding of the Issuer, including (i) 1,144,945 shares issued to the Filer pursuant to the Share Purchase Agreement entered into between the Filer and the Issuer dated April 14, 2021, and (ii) 5,753,434 shares as of March 1, 2021, according to the Form 10-K filed by the Issuer with the Securities and Exchange Commission on March 5, 2021.
Item 1(a). Name of Issuer:
Alimera Sciences, Inc
Item 1(b). &#x A0; Address of Issuer’s Principal Executive Offices:
6120 Windward Parkway
Suite 290
Alpharetta, GA 30005
USA
Item 2(a). Name of Person Filing:
Ocumension Therapeutics
Item 2(b). Address of Principal Business Office or, if None, Residence:
502-1 Want Want Plaza
No. 211 Shimen Yi Road
Jing’an District, Shanghai
PRC
Item 2(c). Citizenship or Place of Organization:
Cayman Islands
Item 2(d). Title of Class of Securities:
Common stock
Item 2(e). CUSIP Number:
016259202
Item 3. Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c):
Not Applicable
Item 4. Ownership:
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Number of shares as to which such person has: |
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Reporting Person |
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Amount |
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Percent of |
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Sole Power |
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Shared Power |
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Sole Power to |
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Shared Power |
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Ocumension Therapeutics(1) |
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1,144,945 |
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16.6 |
(2) |
1,144,945 |
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0 |
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1,144,945 |
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0 |
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(1) In accordance with the Voting and Investor Rights Agreement entered into between the Issuer and Ocumension Therapeutics Filer on April 14, 2021, the Filer agrees, under certain circumstances, to vote as indicated by the board of directors of the Issuer.
(2) Calculation is based upon 6,898,379 shares outstanding of the Issuer, including (i) 1,144,945 shares issued to the Filer pursuant to the Share Purchase Agreement entered into between the Filer and the Issuer dated April 14, 2021, and (ii) 5,753,434 shares as of March 1, 2021, according to the Form 10-K filed by the Issuer with the Securities and Exchange Commission on March 5, 2021.
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable
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. Certifications:
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.
SIGNATURE
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: April 30, 2021
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Ocumension Therapeutics | |
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By: |
/s/ Ye Liu |
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Name: |
Ye Liu |
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Title: |
Chief Executive Officer |
[Signature Page to Schedule 13G]