13D Filing: First Eagle Investment Management and Aradigm Corp (ARDM)

Page 5 of 6 – SEC Filing

SCHEDULE 13D/A
This Amendment No. 4 (“Amendment No. 4”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on December 18, 2012 (the “Original Schedule 13D”), Amendment No.1 filed with the SEC on August 30, 2013 (“Amendment No. 1”), Amendment No. 2 filed with the SEC on April 25, 2016 (“Amendment No. 2”), and Amendment No. 3 filed with the SEC on December 6, 2016 (“Amendment No. 3”, and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 4, the “Schedule 13D”) with respect to the common stock, no par value (the “Common Stock”), of Aradigm Corporation, a California corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Original Schedule 13D. This Amendment No. 4 amends Item 5 as set forth below.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
Paragraphs (a) – (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
(a)
As of the close of business on February 1, 2018, (i) FEIM is deemed to be the beneficial owner of 4,210,186 shares of Common Stock (which includes 575,815 shares of Common Stock issuable upon the conversion of the Convertible Notes and 259,117 shares of Common Stock issuable upon exercise of the Warrants), constituting approximately 26.3% of the outstanding Common Stock (which includes the Common Stock which FEVIB and April LTD may be deemed to beneficially own), (ii) FEVIB is deemed to be the beneficial owner of 2,217,899 shares of Common Stock (which includes 191,938 shares of Common Stock issuable upon the conversion of the Convertible Notes and 86,372 shares of Common Stock issuable upon exercise of the Warrants), constituting approximately 14.4% of the outstanding Common Stock, and (iii) April LTD is deemed to be the beneficial owner of 1,554,141 shares of Common Stock (which includes 301,343 shares of Common Stock issuable upon the conversion of the Convertible Notes and 135,605 shares of Common Stock issuable upon exercise of the Warrants), constituting approximately 10.0% of the outstanding Common Stock. The aggregate percentage of Common Stock reported herein is based upon 15,148,138 shares of Common Stock outstanding as of October 26, 2017, as reported by the Issuer in the Issuer’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2017, filed with the SEC on November 3, 2017.
(b)
By virtue of investment management agreements with its clients, including FEVIB and April LTD, FEIM shares with such clients voting and dispositive powers over the 4,210,186 shares of Common Stock reported herein, which powers are exercised by the Principals and the Portfolio Managers.
(c)
Except as set forth herein, none of the Reporting Persons have effected any transaction in the Common Stock during the past sixty days. As of February 1, 2018, certain separately managed accounts terminated their relationship with, and are no longer advised by, FEIM. The positions held in such accounts are therefore no longer included herein.

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