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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D*
(Rule 13d-101)
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. 6)
QLT INC.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
746927102
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(CUSIP Number)
Marc Weingarten, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 29, 2007
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(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), 13d-1(f) or 13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 4 Pages)
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* 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).
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CUSIP NO. 746927102 SCHEDULE 13D PAGE 2 OF 4 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JANA PARTNERS LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
3,577,269
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 3,577,269
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,577,269
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
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14 TYPE OF REPORTING PERSON*
IA
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 746927102 SCHEDULE 13D PAGE 3 OF 4 PAGES
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The Schedule 13D filed on September 20, 2006 by Jana Partners LLC, a
Delaware limited liability company (the "Reporting Person"), relating to the
shares ("Shares") of common stock, no par value, of QLT Inc. (the "Issuer"), as
amended by Amendment Nos. 1, 2, 3, 4 and 5 to the Schedule 13D, is hereby
amended as set forth below by this Amendment No. 6 to the Schedule 13D. This is
the final amendment to this Schedule 13D and an exit filing for the Reporting
Person.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated as follows:
The 3,577,269 Shares reported herein by the Reporting Person, were
acquired at an aggregate purchase price of approximately $24,162,207. The Shares
beneficially owned by the Reporting Person were acquired with investment funds
in accounts under management.
Item 5. Interest in Securities of the Company.
Paragraphs (a), (b), (c) and (e) of Item 5 of the Schedule 13D are
hereby amended and restated as follows:
(a) The aggregate percentage of Shares reported to be beneficially owned
by the Reporting Person is based upon 74,620,328 Shares outstanding, which is
the total number of Shares outstanding as reported in the Issuer's quarterly
report on Form 10-Q filed on November 8, 2007 for the period ended September 30,
2007.
As of the close of business on November 30, 2007, the Reporting Person
may be deemed to beneficially own 3,577,269 Shares constituting approximately
4.8% of the Shares outstanding.
(b) The Reporting Person has sole voting and dispositive powers over
the 3,577,269 Shares, which powers are exercised by the Principals.
(c) The transactions in the Shares effected by the Reporting Person
during the past sixty days is set forth below. All of the transactions in Shares
listed hereto were effected in open market purchases on the NASDAQ market
through various brokerage entities.
Date of Transaction Shares Purchased (Sold) Price Per Share ($)
11/29/07 (43,973) 4.72
11/29/07 (3,605) 4.73
11/29/07 (60,882) 4.74
11/29/07 (100,000) 4.75
11/29/07 (106,500) 4.76
11/30/07 (100,000) 4.69
11/30/07 (276,500) 4.70
11/30/07 (115,500) 4.74
11/30/07 (123,476) 4.75
11/30/07 (529,441) 4.76
11/30/07 (15,700) 4.77
11/30/07 (424,423) 4.78
11/30/07 (219,900) 4.91
(e) The Reporting Persons ceased to be the beneficial owners of more
than five percent of the Shares on November 30, 2007.
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CUSIP NO. 746927102 SCHEDULE 13D PAGE 4 OF 4 PAGES
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SIGNATURES
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: December 3, 2007
JANA PARTNERS LLC
BY: /s/ Barry Rosenstein
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Name: Barry Rosenstein
Title: Managing Partner
BY: /s/ Gary Claar
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Name: Gary Claar
Title: Managing Director