PLX Pharma Inc. (NASDAQ:PLXP): Peter S. Park’s Park West Asset Management filed an amended 13D.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Park West Asset Management | 0 | 1,075,723 | 0 | 1,075,723 | 1,075,723 | 12.3% |
Park West Investors Master Fund, Limited | 0 | 953,465 | 0 | 953,465 | 953,465 | 10.9% |
Peter S. Park | 0 | 1,075,723 | 0 | 1,075,723 | 1,075,723 | 12.3% |
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Page 1 of 10 – SEC Filing
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE 13D
THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. )*
PLx Pharma Inc. |
(Name of Issuer) |
Common Stock, $0.001 par value per share |
(Title of Class of Securities) |
72942A107 |
(CUSIP Number) |
Grace c/o Park 900 Larkspur Larkspur, Telephone |
(Name, Notices |
November 20, 2017 |
(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 §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [x]. | |
* 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. |
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Page 2 of 10 – SEC Filing
CUSIP No. 72942A107 | ||||||||
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): | ||||||||
Park West Asset Management LLC | ||||||||
2. Check the Appropriate Box if a Member of a Group (See Instructions): | ||||||||
(a) [ ] | ||||||||
(b) [ ] | ||||||||
3. SEC Use Only | ||||||||
4. Source of Funds (See Instructions): AF | ||||||||
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): | ||||||||
[ ] | ||||||||
6. Citizenship or Place of Organization: Delaware | ||||||||
Number of | 7. Sole Voting Power: | 0 | ||||||
Shares Beneficially | 8. Shared Voting Power: | 1,075,723* | ||||||
Owned by | ||||||||
Each Reporting | 9. Sole Dispositive Power: | 0 | ||||||
Person With | 10. Shared Dispositive Power: | 1,075,723* | ||||||
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,075,723* | ||||||||
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): | ||||||||
[ ] | ||||||||
13. Percent of Class Represented by Amount in Row (11): 12.3%* | ||||||||
14. Type of Reporting Person (See Instructions): IA | ||||||||
*Beneficial ownership percentage is based upon 8,721,691 shares of common stock, $0.001 par value per share
(“Common Stock”), of PLx Pharma Inc., a Delaware corporation (the “Issuer”), issued and outstanding as
of November 3, 2017, based on information reported by the Issuer in its quarterly report on Form 10-Q, filed with the Securities
and Exchange Commission on November 9, 2017. Park West Asset Management LLC (“PWAM”) is the investment manager to Park
West Investors Master Fund, Limited, a Cayman Islands exempted company (“PWIMF”), and Park West Partners International,
Limited, a Cayman Islands exempted company (“PWPI” and, collectively with PWIMF, the “PW Funds”), and Peter
S. Park (“Mr. Park”) is the sole member and manager of PWAM. As of the date of the event which requires
the filing of the Schedule 13D (the “Event Date”), PWIMF held 953,465 shares of Common Stock and, subject to the limitation
described below, warrants to purchase up to 902,528 shares of Common Stock and PWPI held 122,258 shares of Common Stock and, subject
to the limitation described below, warrants to purchase up to 115,653 shares of Common Stock. The warrants are not exercisable
until December 15, 2017, expire on June 14, 2027, and contain a provision prohibiting exercise to the extent that the holder, together
with its affiliates, would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding immediately
after giving effect to such exercise (subject to decrease upon prior written notice to the Issuer). As a result of the foregoing,
for purposes of Reg. Section 240.13d-3, PWAM may be deemed to beneficially own the 1,075,723 shares of Common Stock held in the
aggregate by the PW Funds, and no shares of Common Stock underlying the warrants held in the aggregate by the PW Funds, for an
aggregate beneficial ownership percentage of approximately 12.3% of the shares of Common Stock deemed issued and outstanding as
of the Event Date.
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Page 3 of 10 – SEC Filing
CUSIP No. 72942A107 | ||||||||
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): | ||||||||
Park West Investors Master Fund, Limited | ||||||||
2. Check the Appropriate Box if a Member of a Group (See Instructions): | ||||||||
(a) [ ] | ||||||||
(b) [ ] | ||||||||
3. SEC Use Only | ||||||||
4. Source of Funds (See Instructions): WC | ||||||||
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): | ||||||||
[ ] | ||||||||
6. Citizenship or Place of Organization: Cayman Islands | ||||||||
Number of | 7. Sole Voting Power: | 0 | ||||||
Shares Beneficially | 8. Shared Voting Power: | 953,465* | ||||||
Owned by | ||||||||
Each Reporting | 9. Sole Dispositive Power: | 0 | ||||||
Person With | 10. Shared Dispositive Power: | 953,465* | ||||||
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 953,465* | ||||||||
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): | ||||||||
[ ] | ||||||||
13. Percent of Class Represented by Amount in Row (11): 10.9%* | ||||||||
14. Type of Reporting Person (See Instructions): CO | ||||||||
*Beneficial ownership percentage is based upon 8,721,691 shares of Common Stock issued and outstanding as of November
3, 2017, based on information reported by the Issuer in its quarterly report on Form 10-Q, filed with the Securities and Exchange
Commission on November 9, 2017. As of the Event Date, PWIMF held 953,465 shares of Common Stock and, subject to the limitation
described below, warrants to purchase up to 902,528 shares of Common Stock. The warrants are not exercisable until December 15,
2017, expire on June 14, 2027, and contain a provision prohibiting exercise to the extent that the holder, together with its affiliates,
would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to
such exercise (subject to decrease upon prior written notice to the Issuer). For purposes of Reg. Section 240.13d-3,
PWIMF may be deemed to beneficially own 953,465 shares of Common Stock, and no shares of Common Stock underlying the warrants,
for an aggregate beneficial ownership percentage of approximately 10.9% of the shares of Common Stock deemed issued and outstanding
as of the Event Date.
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Page 4 of 10 – SEC Filing
CUSIP No. 72942A107 | ||||||||
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): | ||||||||
Peter S. Park | ||||||||
2. Check the Appropriate Box if a Member of a Group (See Instructions): | ||||||||
(a) [ ] | ||||||||
(b) [ ] | ||||||||
3. SEC Use Only | ||||||||
4. Source of Funds (See Instructions): AF | ||||||||
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): | ||||||||
[ ] | ||||||||
6. Citizenship or Place of Organization: United States of America | ||||||||
Number of | 7. Sole Voting Power: | 0 | ||||||
Shares Beneficially | 8. Shared Voting Power: | 1,075,723* | ||||||
Owned by | ||||||||
Each Reporting | 9. Sole Dispositive Power: | 0 | ||||||
Person With | 10. Shared Dispositive Power: | 1,075,723* | ||||||
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,075,723* | ||||||||
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): | ||||||||
[ ] | ||||||||
13. Percent of Class Represented by Amount in Row (11): 12.3%* | ||||||||
14. Type of Reporting Person (See Instructions): IN | ||||||||
*Beneficial ownership percentage is based upon 8,721,691 shares of Common Stock issued and outstanding as of November 3, 2017, based
on information reported by the Issuer in its quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on
November 9, 2017. PWAM is the investment manager to the PW Funds, and Mr. Park is the sole member and manager of PWAM. As
of the Event Date, PWIMF held 953,465 shares of Common Stock and, subject to the limitation described below, warrants to purchase
up to 902,528 shares of Common Stock and PWPI held 122,258 shares of Common Stock and, subject to the limitation described below,
warrants to purchase up to 115,653 shares of Common Stock. The warrants are not exercisable until December 15, 2017,
expire on June 14, 2027, and contain a provision prohibiting exercise to the extent that the holder, together with its affiliates,
would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to
such exercise (subject to decrease upon prior written notice to the Issuer). As a result of the foregoing, for purposes of Reg.
Section 240.13d-3, Mr. Park may be deemed to beneficially own the 1,075,723 shares of Common Stock held in the aggregate by the
PW Funds, and no shares of Common Stock underlying the warrants held in the aggregate by the PW Funds, for an aggregate beneficial
ownership percentage of approximately 12.3% of the shares of Common Stock deemed issued and outstanding as of the Event Date.
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Page 5 of 10 – SEC Filing
CUSIP No. 72942A107
Item 1. Security
and Issuer:
The name of the issuer is PLx
Pharma Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive
offices is 8285 El Rio Street, Suite 130, Houston, Texas, 77054. This Schedule 13D relates to the Issuer’s common
stock, $0.001 par value per share (the “Common Stock “).
Item 2. | Identity and Background:. |
(a), (f) | This report on Schedule 13D (this “Schedule 13D”), is being jointly filed by (i) Park West Asset Management LLC (“PWAM”), a Delaware limited liability company and the investment manager to (a) Park West Investors Master Fund, Limited (“PWIMF”), a Cayman Islands exempted company and (b) Park West Partners International, Limited (“PWPI” and, collectively with PWIMF, the “PW Funds”), a Cayman Islands exempted company; (ii) PWIMF; and (iii) Peter S. Park, as the sole member and manager of PWAM (“Mr. Park” and, collectively with PWAM and PWIMF, the “Reporting Persons”). | ||
(b) | The principal business address for each of the Reporting Persons is c/o Park West Asset Management LLC, 900 Larkspur Landing Circle, Suite 165, Larkspur, California 94939. | ||
(c) | The principal business of Mr. Park is to act as the managing member of PWAM. The principal business of PWAM is to serve as investment manager to PWIFM and PWPI. The principal business of PWIMF is investing in securities. | ||
(d) | None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | ||
(e) | None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
Item 3. | Source and Amount of Funds or Other Consideration. |
The
The |
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Page 6 of 10 – SEC Filing
Item 4. | Purpose of Transaction. | |
The
The
The
The
Other |
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Page 7 of 10 – SEC Filing
Item 5. | Interest in Securities of the Issuer. | ||
(a) – (e) | The aggregate percentage of Common Stock reported As of the date of the event which requires Each of Mr. Park and PWAM has shared power PWIMF has shared power to vote or direct the Each of PWAM and Mr. Park specifically disclaims |
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Page 8 of 10 – SEC Filing
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Except as set forth elsewhere in this Schedule 13D, the Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the shares of Common Stock, warrants or any other securities of the Company. |
Item 7. | Material to be Filed as Exhibits. |
Exhibit A: Joint Filing Agreement, dated as of November 20, 2017, by and between Park West Asset Management LLC, Park West Investors Master Fund, Limited and Peter S. Park. |
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Page 9 of 10 – SEC Filing
Signature
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.
November 20, 2017 | |||
(Date) |
PARK WEST ASSET MANAGEMENT LLC * | |||
By: | /s/ James J. Watson | ||
Name: James J. Watson | |||
Title: Chief Operating Officer | |||
PARK WEST INVESTORS MASTER FUND, LIMITED | |||
By: | Park West Asset Management LLC, its Investment Manager | ||
By: | /s/ James J. Watson | ||
Name: James J. Watson | |||
Title: Chief Operating Officer | |||
/s/ Peter S. Park | |||
Peter S. Park * |
* This reporting person disclaims beneficial
ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed
an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities
Exchange Act of 1934, as amended, or for any other purpose.
Attention: Intentional misstatements
or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
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Page 10 of 10 – SEC Filing
Exhibit A
AGREEMENT
In accordance with Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement
on Schedule 13D (including amendments thereto) with respect to the shares of common stock, $0.001 par value per share, of
PLx Pharma Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as Exhibit A to such Schedule
13D. In evidence thereof, the undersigned hereby execute this agreement this 20th day of November, 2017.
November 20, 2017 | |||
(Date) |
PARK WEST ASSET MANAGEMENT LLC | |||
By: | /s/ James J. Watson | ||
Name: James J. Watson | |||
Title: Chief Operating Officer | |||
PARK WEST INVESTORS MASTER FUND, LIMITED | |||
By: | Park West Asset Management LLC, its Investment Manager | ||
By: | /s/ James J. Watson | ||
Name: James J. Watson | |||
Title: Chief Operating Officer | |||
/s/ Peter S. Park | |||
Peter S. Park |