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"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4) *
|
Protagonist Therapeutics, Inc.
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(Name of Issuer)
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Common Stock, par value $0.00001 per share
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(Title of Class of Securities)
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74366E102
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(Cusip Number)
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December 31, 2021
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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S
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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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 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)
Page 1 of 34 Pages
Exhibit Index Found on Page 33
13G
|
CUSIP No. 74366E102
|
|
1
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NAMES OF REPORTING PERSONS
Farallon Capital Partners, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,917,134 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares.
Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 6.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial
owner only of the Shares reported by it on this cover page.
|
||
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3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
387,051 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
387,051 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
387,051 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.8% 1
|
||
|
12
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TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1Includes 277,500 Shares for which Warrants currently are exercisable. See Preliminary Note.
Page 2 of 34 Pages
13G
|
CUSIP No. 74366E102
|
|
1
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NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,917,134 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares.
Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 6.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial
owner only of the Shares reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
464,902 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
464,902 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
464,902 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 Includes 292,500 Shares for which Warrants currently are exercisable. See Preliminary Note.
Page 3 of 34 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners II, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,917,134 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares.
Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 6.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial
owner only of the Shares reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
83,661 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
83,661 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,661 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions) &#x
A0;
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 Includes 52,500 Shares for which Warrants currently are exercisable. See Preliminary Note.
Page 4 of 34 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners III, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,917,134 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares.
Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 6.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial
owner only of the Shares reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
51,351 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
51,351 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,351 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
&#x
A0; [ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 Includes 33,800 Shares for which Warrants currently are exercisable. See Preliminary Note.
Page 5 of 34 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Four Crossings Institutional Partners V, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,917,134 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares.
Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 6.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial
owner only of the Shares reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
71,643 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
71,643 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,643 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 Includes 45,000 Shares for which Warrants currently are exercisable. See
Preliminary Note.
Page 6 of 34 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Offshore Investors II, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,917,134 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares.
Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 6.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial
owner only of the Shares reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
1,026,633 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
1,026,633 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,026,633 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
&#
xA0;
1 Includes 713,814 Shares for which Warrants currently are exercisable. See
Preliminary Note.
Page 7 of 34 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital (AM) Investors, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,917,134 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares.
Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 6.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial
owner only of the Shares reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
28,302 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
28,302 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,302 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 Includes 15,000 Shares for which Warrants currently are exercisable. See Preliminary Note.
Page 8 of 34 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital F5 Master I, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,917,134 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares.
Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 6.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial
owner only of the Shares reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
119,519 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
119,519 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,519 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 Includes 69,886 Shares for which Warrants currently are exercisable. See Preliminary Note.
Page 9 of 34 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Healthcare Partners Master, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,917,134 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares.
Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 6.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial
owner only of the Shares reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
1,184,072
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
1,184,072
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,184,072
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5%
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
Page 10 of 34 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Partners, L.L.C.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
; (a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,917,134 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares.
Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 6.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial
owner only of the Shares reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
3,297,615 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
3,297,615 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,297,615 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
||
1 Includes 1,430,114 Shares for which Warrants currently are exercisable. See Preliminary Note.
Page 11 of 34 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Institutional (GP) V, L.L.C.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,917,134 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares.
Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 6.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial
owner only of the Shares reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
71,643 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
71,643 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,643 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
||
1 Includes 45,000 Shares for which Warrants currently are exercisable. See the Preliminary Note.
Page 12 of 34 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon F5 (GP), L.L.C.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this fili
ng hold an aggregate of 1,917,134 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares.
Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 6.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial
owner only of the Shares reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
119,519 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
119,519 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,519 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
||
1 Includes 69,886 Shares for which Warrants currently are exercisable. See Preliminary Note.
Page 13 of 34 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Healthcare Partners (GP), L.L.C.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,917,134 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares.
Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 6.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial
owner only of the Shares reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
1,184,072
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
1,184,072
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,184,072
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5%
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
||
Page 14 of 34 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Philip D. Dreyfuss
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,917,134 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares.
Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 6.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial
owner only of the Shares reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
3,417,134 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
3,417,134 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,417,134 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Includes 1,500,000 Shares for which Warrants currently are exercisable. See Preliminary Note.
Page 15 of 34 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Michael B. Fisch
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,917,134 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares.
Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 6.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial
owner only of the Shares reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
3,417,134 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
3,417,134 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,417,134 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Includes 1,500,000 Shares for which Warrants currently are exercisable. See Preliminary Note.
Page 16 of 34 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Richard B. Fried
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,917,134 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares.
Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 6.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial
owner only of the Shares reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
3,417,134 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
3,417,134 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,417,134 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Includes 1,500,000 Shares for which Warrants currently are exercisable. See Preliminary Note.
Page 17 of 34 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Varun N. Gehani
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,917,134 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares.
Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 6.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial
owner only of the Shares reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
3,417,134 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
3,417,134 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,417,134 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Includes 1,500,000 Shares for which Warrants currently are exercisable. See Preliminary Note.
Page 18 of 34 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Nicolas Giauque
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,917,134 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares.
Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 6.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial
owner only of the Shares reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
France
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
3,417,134 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
3,417,134 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,417,134 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Includes 1,500,000 Shares for which Warrants currently are exercisable. See Preliminary Note.
Page 19 of 34 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
David T. Kim
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,917,134 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares.
Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 6.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial
owner only of the Shares reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
3,417,134 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
3,417,134 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,417,134 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
&#x
A0; [ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Includes 1,500,000 Shares for which Warrants currently are exercisable. See Preliminary Note.
Page 20 of 34 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Michael G. Linn
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,917,134 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares.
Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 6.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial
owner only of the Shares reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
3,417,134 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
3,417,134 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,417,134 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Includes 1,500,000 Shares for which Warrants currently are exercisable. See Preliminary Note.
Page 21 of 34 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Rajiv A. Patel
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,917,134 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares.
Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 6.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial
owner only of the Shares reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
3,417,134 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
3,417,134 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,417,134 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Includes 1,500,000 Shares for which Warrants currently are exercisable. See Preliminary Note.
Page 22 of 34 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Thomas G. Roberts, Jr.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,917,134 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares.
Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 6.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial
owner only of the Shares reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
3,417,134 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
3,417,134 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,417,134 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Includes 1,500,000 Shares for which Warrants currently are exercisable. See Preliminary Note.
Page 23 of 34 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
William Seybold
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,917,134 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares.
Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 6.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial
owner only of the Shares reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
3,417,134 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
3,417,134 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,417,134 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Includes 1,500,000 Shares for which Warrants currently are exercisable. See Preliminary Note.
Page 24 of 34 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Andrew J. M. Spokes
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,917,134 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares.
Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 6.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial
owner only of the Shares reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
3,417,134 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
3,417,134 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,417,134 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Includes 1,500,000 Shares for which Warrants currently are exercisable. See Preliminary Note.
Page 25 of 34 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
John R. Warren
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,917,134 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares.
Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 6.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial
owner only of the Shares reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
3,417,134 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
3,417,134 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,417,134 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Includes 1,500,000 Shares for which Warrants currently are exercisable. See Preliminary Note.
Page 26 of 34 Pages
13G
|
CUSIP No. 74366E102
|
|
1
|
NAMES OF REPORTING PERSONS
Mark C. Wehrly
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
&#x
A0; (a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,917,134 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 1,917,134 Shares.
Due to exercise limitations set forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an aggregate of 1,353,098 Shares. Accordingly, as of the date of this filing the aggregate
Shares and Warrants held by the reporting persons represent beneficial ownership of 6.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
3,417,134 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
3,417,134 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,417,134 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Includes 1,500,000 Shares for which Warrants currently are exercisable. See Preliminary Note.
Page 27 of 34 Pages
This Amendment No. 4 to Schedule 13G amends and restates in its entirety the Schedule 13G initially filed on August 20, 2018 (together with all prior and current amendments thereto,
this “Schedule 13G”).
Preliminary Note:
As of the date of this report, the Farallon Funds hold an aggregate of: (i) 1,917,134 Shares; (ii) 750,000 Class A Common Stock Purchase Warrants (“Class A Warrants”), each of which currently is
exercisable, pursuant to the terms thereof, to purchase one Share; and (iii) 750,000 Class B Common Stock Purchase Warrants (the “Class B Warrants” and, together with the Class A Warrants, the “Warrants”), each of which currently is
exercisable, pursuant to the terms thereof, to purchase one Share.
Capitalized terms used in this Preliminary Note without definitions have the meanings ascribed to them below.
Item 1. Issuer
(a) Name of Issuer:
Protagonist Therapeutics, Inc. (the “Company”)
(b) Address of Issuer’s Principal
Executive Offices:
7707 Gateway Blvd., Suite 140
Newark, CA 94560
Item 2. Identity and Background
Title of Class of Securities and CUSIP Number (Items 2(d) and (e))
This statement relates to shares of Common Stock, par value $0.00001 per share (the “Shares”), of the Company. The CUSIP number of the
Shares is 74366E102.
Name of Persons Filing, Address of Principal Business Office and Citizenship (Items 2(a), (b) and (c))
This statement is filed by the entities and persons listed
below, all of whom together are referred to herein as the “Reporting Persons”.
The Farallon Funds
|
(i)
|
Farallon Capital Partners, L.P., a California limited partnership (“FCP”), with respect to the Shares held by it and the Shares that as of the date hereof it has the right to acquire
upon the exercise of Warrants;
|
|
(ii)
|
Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), with respect to the Shares held by it and the Shares that as of the date hereof it has the
right to acquire upon the exercise of Warrants;
|
Page 28 of 34 Pages
|
(iii)
|
Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP II”), with respect to the Shares held by it and the Shares that as of the
date hereof it has the right to acquire upon the exercise of Warrants;
|
|
(iv)
|
Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), with respect to the Shares held by it and the Shares that as of the
date hereof it has the right to acquire upon the exercise of Warrants;
|
|
(v)
|
Four Crossings Institutional Partners, L.P., a Delaware limited partnership (“FCIP V”), with respect to the Shares held by it and the Shares that as of the date hereof it has the right
to acquire upon the exercise of Warrants;
|
|
(vi)
|
Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership (“FCOI II”), with respect to the Shares held by it and the Shares that as
of the date hereof it has the right to acquire upon the exercise of Warrants;
|
|
(vii)
|
Farallon Capital (AM) Investors, L.P., a Delaware limited partnership (“FCAMI”), with respect to the Shares held by it and the Shares that as of the date hereof it
has the right to acquire upon the exercise of Warrants; and
|
|
(viii)
|
Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership (“F5MI”), with respect to the Shares held by it and the Shares that as of the date
hereof it has the right to acquire upon the exercise of Warrants.
|
|
(ix)
|
Farallon Healthcare Partners Master, L.P., a Cayman Islands exempted limited partnership (“FHPM”), with respect to the Shares held by it.
|
FCP, FCIP, FCIP II, FCIP III, FCIP V, FCOI II, FCAMI, F5MI and FHPM are together referred to herein as the “Farallon Funds.”
The Farallon General Partner
|
(x)
|
Farallon Partners, L.L.C., a Delaware limited liability company (the “Farallon General Partner”), which is (i) the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and
FCAMI and (ii) the sole member of each of the FCIP V General Partner (as defined below) and the FHPM General Partner (as defined below), with respect to the Shares held by each of the Farallon Funds other than F5MI and the Shares that as of
the date hereof each of the Farallon Funds other than F5MI has the right to acquire upon the exercise of Warrants.
|
Page 29 of 34 Pages
The FCIP V General Partner
|
(xi)
|
Farallon Institutional (GP) V, L.L.C., a Delaware limited liability company (the “FCIP V General Partner”), which is the general partner of FCIP V, with respect to
the Shares held by FCIP V and the Shares that as of the date hereof FCIP V has the right to acquire upon the exercise of Warrants.
|
The F5MI General Partner
|
(xii)
|
Farallon F5 (GP), L.L.C., a Delaware limited liability company (the “F5MI General Partner”), which is the general partner of F5MI, with respect to the Shares held by
F5MI and the Shares that as of the date hereof F5MI has the right to acquire upon the exercise of Warrants.
|
The FHPM General Partner
|
(xiii)
|
Farallon Healthcare Partners (GP), L.L.C., a Delaware limited liability company (the “FHPM General Partner”), which is the general partner of FHPM, with respect to
the Shares held by FHPM.
|
The Farallon Individual Reporting Persons
|
(xiv)
|
The following persons, each of whom is a managing member or senior managing member, as the case may be, of the Farallon General Partner and a manager or senior manager, as
the case may be, of the FCIP V General Partner, the F5MI General Partner and the FHPM General Partner, with respect to the Shares held by the Farallon Funds and the Shares that as of the date hereof the Farallon Funds have the right to
acquire upon the exercise of Warrants: Philip D. Dreyfuss (“Dreyfuss”), Michael B. Fisch (“Fisch”), Richard B. Fried (“Fried”), Varun N. Gehani (“Gehani”), Nicolas Giauque (“Giauque”), David T. Kim (“Kim”),
Michael G. Linn (“Linn”), Rajiv A. Patel (“Patel”), Thomas G. Roberts, Jr. (“Roberts”), William Seybold (“Seybold”), Andrew J. M. Spokes (“Spokes”), John R. Warren (“Warren”) and Mark C.
Wehrly (“Wehrly”).
|
Dreyfuss, Fisch,
Fried, Gehani, Giauque, Kim, Linn, Patel, Roberts, Seybold, Spokes, Warren and Wehrly are together referred to herein as the “Farallon Individual Reporting
Persons.”
The citizenship of each of the Farallon Funds, the Farallon General Partner, the FCIP V General Partner, the F5MI General Partner and the FHPM General Partner is set forth above.
Each of the Farallon Individual Reporting Persons, other than Giauque and Spokes, is a citizen of the United States. Giauque is a citizen of France. Spokes is a citizen of the United Kingdom. The address of the principal business office of each of
the Reporting Persons is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111.
| Item 3. |
If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is an Entity Specified in (a) - (k):
|
Not applicable.
Page 29 of 34 Pages
Item 4. Ownership
The information required by Items 4(a) – (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such
Reporting Person.
The Shares and Warrants reported hereby for the Farallon Funds are owned directly by the Farallon Funds. The Farallon General Partner, as general partner of FCP, FCIP, FCIP II, FCIP
III, FCOI II and FCAMI and the sole member of the FCIP V General Partner and the FHPM General Partner, may be deemed to be a beneficial owner of all such Shares and Warrants owned by the Farallon Funds other than F5MI. The FCIP V General Partner, as
general partner of FCIP V, may be deemed to be a beneficial owner of all such Shares and Warrants owned by FCIP V. The F5MI General Partner, as general partner of F5MI, may be deemed to be a beneficial owner of all such Shares and Warrants owned by
F5MI. The FHPM General Partner, as general partner of FHPM, may be deemed to be a beneficial owner of all such Shares owned by FHPM. Each of the Farallon Individual Reporting Persons, as a managing member or senior managing member, as the case may
be, of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V General Partner, the F5MI General Partner and the FHPM General Partner, in each case with the power to exercise investment discretion, may be
deemed to be a beneficial owner of all such Shares and Warrants owned by the Farallon Funds. Each of the Farallon General Partner, the FCIP V General Partner, the F5MI General Partner, the FHPM General Partner and
the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares and Warrants.
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
|
The Reporting Persons are filing this Schedule 13G pursuant to Section 240.13d-1(c). Consistent with Item 2 of the cover page for each Reporting Person above, the Reporting Persons
neither disclaim nor affirm the existence of a group among them.
Item 9. Notice of Dissolution of Group
Not applicable.
Page 30 of 34 Pages
Item 10. Certification
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, other than activities solely in connection with a
nomination under §240.14a-11.
Page 31 of 34 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2022
|
/s/ Michael B. Fisch
|
|
|
FARALLON PARTNERS, L.L.C.,
|
|
|
On its own behalf and
|
|
|
As the General Partner of
|
|
|
FARALLON CAPITAL PARTNERS, L.P.,
|
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
|
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
|
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
|
|
|
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P. and
|
|
|
FARALLON CAPITAL (AM) INVESTORS, L.P.
|
|
|
By Michael B. Fisch, Managing Member
|
|
|
/s/ Michael B. Fisch
|
|
|
FARALLON INSTITUTIONAL (GP) V, L.L.C.
|
|
|
On its own behalf and
|
|
|
As the General Partner of
|
|
|
FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.
|
|
|
By Michael B. Fisch, Manager
|
|
|
/s/ Michael B. Fisch
|
|
|
FARALLON F5 (GP), L.L.C.
|
|
|
On its own behalf and
|
|
|
As the General Partner of
|
|
|
FARALLON CAPITAL F5 MASTER I, L.P.
|
|
|
By Michael B. Fisch, Manager
|
|
|
/s/ Michael B. Fisch
|
|
|
FARALLON HEALTHCARE PARTNERS (GP), L.L.C.
|
|
|
On its own behalf and
|
|
|
As the General Partner of
|
|
|
FARALLON HEALTHCARE PARTNERS MASTER, L.P.
|
|
|
By Michael B. Fisch, Manager
|
|
|
/s/ Michael B. Fisch
|
|
|
Michael B. Fisch, individually and as attorney-in-fact for each of Philip D. Dreyfuss, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr.,
William Seybold, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly
|
The Powers of Attorney executed by each of Dreyfuss, Fried, Kim, Linn, Patel, Roberts, Seybold, Spokes, Warren and Wehrly authorizing Fisch to sign and file this Schedule 13G on his behalf, which were filed as exhibits
to the Schedule 13G filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2020 by such Reporting Persons with respect to the Common Stock of Broadmark Realty Capital Inc., are hereby incorporated by reference. The
Power of Attorney executed by Gehani authorizing Fisch to sign and file this Schedule 13G on his behalf, which was filed as an exhibit to the Schedule 13G filed with the SEC on January 27, 2022 by such Reporting Person with respect to the Class A
Common Stock of Berenson Acquisition Corp. I, is hereby incorporated by reference. The Power of Attorney executed by Giauque authorizing Fisch to sign and file this Schedule 13G on his behalf, which was filed as an exhibit to the Schedule 13G filed
with the SEC on August 12, 2021 by such Reporting Person with respect to the Class A Ordinary Shares of Metals Acquisition Corp, is hereby incorporated by reference.
Page 32 of 34 Pages
EXHIBIT INDEX
|
EXHIBIT 1
|
Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
|
Page 33 of 34 Pages
EXHIBIT 1
to
SCHEDULE 13G
JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on
behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of
the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to
believe that such information is inaccurate.
Dated: February 11, 2022
/s/ Michael B. Fisch_____________________
FARALLON PARTNERS, L.L.C.,
On its own behalf and
As the General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P. and
FARALLON CAPITAL (AM) INVESTORS, L.P.
By Michael B. Fisch, Managing Member
/s/ Michael B. Fisch_____________________
FARALLON INSTITUTIONAL (GP) V, L.L.C.
On its own behalf and
As the General Partner of
FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.
By Michael B. Fisch, Manager
/s/ Michael B. Fisch_____________________
FARALLON F5 (GP), L.L.C.
On its own behalf and
As the General Partner of
FARALLON CAPITAL F5 MASTER I, L.P.
By Michael B. Fisch, Manager
/s/ Michael B. Fisch_____________________
FARALLON HEALTHCARE PARTNERS (GP), L.L.C.
On its own behalf and
As the General Partner of
FARALLON HEALTHCARE PARTNERS MASTER, L.P.
By Michael B. Fisch, Manager
/s/ Michael B. Fisch_____________________
Michael B. Fisch, individually and as attorney-in-fact for each of Philip D. Dreyfuss, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G.
Roberts, Jr., William Seybold, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly
Page 34 of 34 Pages