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 13D/A | |||
| INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) | |||
| Under the Securities Exchange Act of 1934 | |||
| (Amendment No. 3)* | |||
| AMAG Pharmaceuticals, Inc. | |||
| (Name of Issuer) | |||
| Common Stock, par value $0.01 per share | |||
| (Title of Class of Securities) | |||
| 00163U106 | |||
| (CUSIP Number) | |||
| David Johnson | |||
| Caligan Partners LP | |||
| 590 Madison Avenue | |||
| New York, NY 10022 | |||
| (646) 859-8204 | |||
| Eleazer Klein, Esq. | |||
| Schulte Roth & Zabel LLP | |||
| 919 Third Avenue | |||
| New York, NY 10022 | |||
| (212) 756-2000 | |||
| (Name, Address and Telephone Number of Person | |||
| Authorized to Receive Notices and Communications) | |||
| November 16, 2020 | |||
| (Date of Event Which Requires Filing of This Statement) | |||
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 5 Pages)
______________________________
* 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. 00163U106 | SCHEDULE 13D/A | Page 2 of 5 Pages |
| 1 |
NAME OF REPORTING PERSON Caligan Partners LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- | ||
| 8 |
SHARED VOTING POWER -0- | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER -0- | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON -0- | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | |||
| 14 |
TYPE OF REPORTING PERSON IA, PN | |||
| CUSIP No. 00163U106 | SCHEDULE 13D/A | Page 3 of 5 Pages |
| 1 |
NAME OF REPORTING PERSON David Johnson | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- | ||
| 8 |
SHARED VOTING POWER -0- | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER -0- | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON -0- | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 00163U106 | SCHEDULE 13D/A | Page 4 of 5 Pages |
| The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (the “Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein. |
| Item 4. | PURPOSE OF TRANSACTION |
| Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: |
| Each of the Reporting Persons tendered the shares of Common Stock beneficially owned by it in the tender offer previously announced by the Issuer on October 1, 2020 (the “Offer”). The Offer expired at midnight on November 12, 2020. The shares of Common Stock were accepted for payment on November 16, 2020. On November 16, 2020, Mr. Johnson resigned from the Board. The Merger (as defined in that certain Agreement and Plan of Merger, dated October 1, 2020, by and among the Issuer, Covis Group S.à r.l., Covis Mergerco Inc., and (solely with respect to certain sections thereof) Covis Finco S.à r.l.)) was effective on November 16, 2020. | |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| Items 5(a)-(c) and (e) of the Schedule 13D are hereby amended and restated in their entirety as follows: |
| (a) | See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of and percentages of the shares of Common Stock beneficially owned by each Reporting Person. | |
| (b) | See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. | |
| (c) | Except as disclosed in Item 4, there have been no transactions effected by the Reporting Persons in the past 60 days. | |
| (e) | November 16, 2020 | |
| CUSIP No. 00163U106 | SCHEDULE 13D/A | Page 5 of 5 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: November 16, 2020
| CALIGAN PARTNERS LP | ||
| By: | /s/ David Johnson | |
| Name: | David Johnson | |
| Title: | Partner | |
| /s/ David Johnson | ||
| DAVID JOHNSON | ||