Page 10 of 16 – SEC Filing
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Original Schedule 13D is amended and restated as
set forth below. The following information is presented as of October 26, 2017.
(a) (b)
| Entity | Shares Held Directly | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Beneficial Ownership | Percentage of Class (2) | |||||||||||||||||||||
| Galen LP | 6,613,590 | (1) | 6,613,590 | (1) | 0 | 6,613,590 | (1) | 0 | 6,613,590 | (1) | 14.4 | % | ||||||||||||||||
| Galen International | 564,780 | (3) | 564,780 | (3) | 0 | 564,780 | (3) | 0 | 564,780 | (3) | 1.2 | % | ||||||||||||||||
| Management | 150,704 | 150,704 | 0 | 150,704 | 0 | 150,704 | 0.3 | % | ||||||||||||||||||||
| Galen (4) | 0 | 0 | 7,178,370 | (1)(3) | 0 | 7,178,370 | (1)(3) | 7,178,370 | (1)(3) | 15.6 | % | |||||||||||||||||
| Zubeen Shroff (5) | 20,555 | (6) | 20,555 | (6) | 7,329,074 | (1)(3) | 20,555 | (6) | 7,329,074 | (1)(3) | 7,349,629 | (1)(3)(6) | 16.0 | % | ||||||||||||||
| L. John Wilkerson (5) | 19,055 | (7) | 19,055 | (7) | 7,329,074 | (1)(3) | 19,055 | (7) | 7,329,074 | (1)(3) | 7,348,329 | (1)(3)(7) | 16.0 | % | ||||||||||||||
| David Jahns (5) | 0 | 0 | 7,329,074 | (1)(3) | 0 | 7,329,074 | (1)(3) | 7,329,074 | (1)(3) | 15.6 | % | |||||||||||||||||
| (1) | Includes 386,695 Ordinary Shares Galen LP has the right to acquire within 60 days of October 25, 2017 pursuant to outstanding warrants to purchase the Issuers Ordinary Shares. |
| (2) | The percentage is based upon 45,542,808 Ordinary Shares outstanding, which is the sum of (i) 37,688,125 Ordinary Shares outstanding as of August 4, 2017, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017 filed with the Securities and Exchange Commission on August 8, 2017 and (ii) 7,874,683 shares of Ordinary Shares issued by the Issuer pursuant to the private placement described in the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on October 25, 2017. |
| (3) | Includes 33,033 Ordinary Shares Galen LP has the right to acquire within 60 days of October 25, 2017 pursuant to outstanding warrants to purchase the Issuers Ordinary Shares. |
| (4) | Galen is the general partner of Galen LP and Galen International. |
| (5) | The Reporting Person is a managing director of Galen and is a member of Management. The shares are held by Galen LP, Galen International and Management. The Reporting Person disclaims beneficial ownership with respect to these shares except to the extent of their pecuniary interest therein. |
| (6) | Includes 17,937 shares issuable upon stock options and 2,618 shares issuable upon the vesting of restricted stock units, that the reporting person has the right to acquire within 60 days of October 25, 2017. |
| (7) | Includes 16,437 shares issuable upon stock options and 2,618 shares issuable upon the vesting of restricted stock units, that the reporting person has the right to acquire within 60 days of October 25, 2017. |
(c) The information provided in Item 3 is hereby incorporated by reference.
(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the Ordinary
Shares beneficially owned by any of the Filing Persons.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item
6 of the Original Schedule 13D is amended by adding the following to the end thereto:
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