Page 9 of 11 – SEC Filing
Ronin Capital, LLC, SW Investment Management LLC and SWIM Partners LP each intend to continue to review their respective equity interests in the Issuer. In addition, depending on their respective evaluations of the factors described below, the Reporting Persons may from time to time purchase additional securities of the Issuer, dispose of all or a portion of the securities then held by it, or cease buying or selling such securities. Any such additional purchases or sales of securities of the Issuer may be in the open market, in privately negotiated transactions, or otherwise.
The Reporting Persons may also wish to engage in a dialogue with officers, directors, and other representatives of the Issuer, as well as the Issuers shareholders; topics of discussion may include, but are not limited to, the Issuers markets, operations, competitors, prospects, strategy, personnel, directors, ownership and capitalization. The Reporting Persons may also enter into confidentiality or similar agreements with the Issuer and, subject to such an agreement or otherwise, exchange information with the Issuer. The factors that the Reporting Persons may consider in evaluating their equity interest in the Issuer include the following: (i) the Issuers business and prospects; (ii) the performance of the Preferred Stock and the availability of the Preferred Stock for purchase at particular price levels; (iii) the availability and nature of opportunities to dispose of the Reporting Persons interests; (iv) general economic conditions; (v) stock market conditions; (vi) other business and investment opportunities available to the Reporting Persons; and (vii) other plans and requirements of the Reporting Persons.
Depending on his or its assessment of the foregoing factors, each Reporting Person may, from time to time, modify its present intention as stated in this Item 4.
Item 5. Interest in Securities of the Issuer
(a) In the aggregate, John S. Stafford, III beneficially owns, as of May 19, 2017, 111,699 shares of the Issuers Preferred Stock, representing approximately 6.8% of such class of securities. John S. Stafford, III is the indirect beneficial owner of all of the shares of Preferred Stock of Peregrine Pharmaceuticals, Inc. held of record by Ronin Capital, LLC.
In the aggregate, Stephen White beneficially owns, as of May 19, 2017, 11,800 shares of the Issuers Preferred Stock, representing approximately 0.7% of such class of securities. Stephen White is the indirect beneficial owner of all of the shares of Preferred Stock of Peregrine Pharmaceuticals, Inc. held of record or beneficially owned by SW Investment Management LLC by virtue of his having sole voting and dispositive power over such shares.
In the aggregate, the Reporting Persons acting as a group for purposes of Regulation 13D, as described in Item 6, beneficially own, as of May 19, 2017, 123,499 shares of the Issuers Preferred Stock, representing approximately 7.5% of the issued and outstanding Preferred Stock.
All of the percentages of beneficial ownership of the Reporting Persons set forth in this Schedule 13D are based on 1,647,760 shares of issued and outstanding Preferred Stock as of January 31, 2017, as reported in the Issuers Form 10-Q for the fiscal quarter ended January 31, 2017, filed on March 13, 2017.
(b) John S. Stafford, III has the sole power to vote or to direct the vote, and the sole power to dispose or to direct the disposition of, 111,699 shares of the Issuers Preferred Stock. Mr. Stafford is the indirect beneficial owner of all of the shares of Preferred Stock of Peregrine Pharmaceuticals, Inc. held of record by Ronin Capital, LLC.
Stephen White has the sole power to vote or to direct the vote, and the sole power to dispose or to direct the disposition of, 11,800 shares of the Issuers Preferred Stock. Mr. White is the indirect beneficial owner of all of the shares of Preferred Stock of Peregrine Pharmaceuticals, Inc. held of record or beneficially owned by SW Investment Management LLC.
(c) Subsequent to the filing of the Schedule 13D, the Reporting Persons engaged in the following transactions with respect to the Issuers Preferred Stock:
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