Page 5 of 25 – SEC Filing
Item 1. Security and Issuer
This Statement of Beneficial Ownership on Schedule 13D (this Statement) relates to the voting common stock, $0.0001 par value per share (the Voting Common Stock), of Jaguar Health, Inc., a Delaware corporation (the Issuer). The Issuer reports that its principal executive offices of the Issuer are located at 201 Mission Street, Suite 2375, San Francisco, California 94105.
Item 2. Identity and Background
(a) (c) and (f).
The persons filing this Schedule 13D are Sagard Capital Partners, L.P., a Delaware limited partnership (Sagard), Sagard Capital Partners GP, Inc., a Delaware corporation (GP), and Sagard Capital Partners Management Corp., a Delaware corporation (Manager, and together with Sagard and GP, the Reporting Persons).
Sagard is the direct owner of the securities of the Issuer reported herein as beneficially owned by each of the Reporting Persons. Sagard is principally engaged in the business of investing in securities. GP is the general partner of Sagard and Manager is the investment manager of Sagard.
For each of the Reporting Persons, the principal business address, which also serves as the principal office, is 280 Park Avenue, 3rd Floor West, New York, NY 10017.
As a result of direct and indirect securities holdings, Power Corporation of Canada (PCC) and The Desmarais Family Residuary Trust (the Trust), which was created on October 8, 2013 under the Last Will and Testament of Paul G. Desmarais, the trustees of which are Paul Desmarais Jr., André Desmarais, Sophie Desmarais, Michel Plessis-Bélair and Guy Fortin, may be deemed to control the Reporting Persons. Decisions with respect to voting the shares of PCC held directly and indirectly by the Trust are determined by a majority of the trustees, excluding Sophie Desmarais. Exhibit A hereto identifies persons through whom the Trust may be deemed to control PCC and, in turn, Sagard. PCC, a corporation organized under the laws of Canada, is a diversified management and holding company with its principal place of business at 751 Victoria Square, Montreal (Québec), Canada H2Y 2J3. The Trust was formed under the laws of Québec and has its address at 759 Square Victoria, Montreal (Québec), Canada H2Y 2J7. Sagard Holdings ULC (Holdings), a corporation organized under the laws of Canada, is a limited partner of Sagard and the sole stockholder of Manager and also may be deemed to control the Reporting Persons. Holdings has its address at 751 Victoria Square, Montreal (Québec), Canada H2Y 2J3. The filing of this Statement, including the exhibits, shall not be construed as an admission that any of the control relationships enumerated herein actually exist.
The name, citizenship, occupation and principal business address of each of the directors and executive officers of GP and Manager are listed in Exhibit B and the name, citizenship, occupation and principal business address of each of the directors and executive officers of PCC and Holdings, and the trustees of the Trust (other than Sophie Desmarais), are listed in Exhibit C hereto.
(d) (e).
During the last five years, none of the Reporting Persons, nor any of their respective directors or executive officers, nor any of the persons listed on Exhibit A, Exhibit B or Exhibit C, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or 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, United States federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to the Series A Preferred Stock Purchase Agreement (the Preferred Stock Purchase Agreement) dated March 23, 2018, between the Issuer and Sagard, on such date Sagard agreed to
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