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Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| VENBIO SELECT ADVISOR | 10,488,076 | 0 | 10,488,076 | 0 | 10,488,076 | 9.9% |
| BEHZAD AGHAZADEH | 10,488,076 | 0 | 10,488,076 | 0 | 10,488,076 | 9.9% |
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Page 1 of 6 – SEC Filing
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 3)* | |
| Immunomedics, | |
| (Name of Issuer) | |
| Common Stock, | |
| (Title of Class of Securities) | |
| 452907108 | |
| (CUSIP Number) | |
| Scott Epstein | |
| c/o venBio Select Advisor LLC | |
| 120 West 45th Street, Suite 2802 | |
| New York, NY 10036 | |
| (212) 937-4970 | |
| Eleazer Klein, Esq. | |
| Schulte Roth & Zabel LLP | |
| 919 Third Avenue | |
| New York, NY 10022 | |
| (212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
| May 4, 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 Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 6 Pages)
______________________________
* 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.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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Page 2 of 6 – SEC Filing
| 1 | NAME OF REPORTING PERSON VENBIO SELECT ADVISOR LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 10,488,076 shares of Common Stock | ||
| 8 | SHARED VOTING POWER -0- | |||
| 9 | SOLE DISPOSITIVE POWER 10,488,076 shares of Common Stock | |||
| 10 | SHARED DISPOSITIVE POWER -0- | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 10,488,076 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% | |||
| 14 | TYPE OF REPORTING PERSON OO, IA | |||
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Page 3 of 6 – SEC Filing
| 1 | NAME OF REPORTING PERSON BEHZAD AGHAZADEH | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 10,488,076 shares of Common Stock | ||
| 8 | SHARED VOTING POWER -0- | |||
| 9 | SOLE DISPOSITIVE POWER 10,488,076 shares of Common Stock | |||
| 10 | SHARED DISPOSITIVE POWER -0- | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 10,488,076 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
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Page 4 of 6 – SEC Filing
This Amendment No. 3 (“Amendment No. 3”) amends
the statement on Schedule 13D filed on November 16, 2016, as previously amended by Amendment No. 1 filed with the SEC
on February 15, 2017 and Amendment No. 2 filed with the SEC on March 17, 2017 (as amended, the “Schedule 13D”)
with respect to the shares of common stock, $0.01 par value per share (the “Common Stock”), of Immunomedics,
Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined in this
Amendment No. 3 have the meanings set forth in the Schedule 13D. This Amendment No. 3 amends Items 4, 6 and 7 as set forth below.
| Item 4. | PURPOSE OF TRANSACTION |
| Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| On May 4, 2017, the Investment Manager, on behalf of certain of In addition, as further disclosed in the Issuer’s Current |
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
| Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| As described further in Item 4, the Investment Manager, on behalf of certain of the Accounts and the Fund, is a party to the Securities Purchase Agreement, which the Reporting Persons anticipate will be filed by the Issuer with the SEC on or around May 10, 2017. | |
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Page 5 of 6 – SEC Filing
| Item 7. | EXHIBITS |
| Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| Exhibit | Description |
| 2 | Securities Purchase Agreement, dated as of May 4, 2017 (incorporated by reference to an exhibit to the Issuer’s Current Report on Form 8-K, anticipated to be filed by the Issuer with the SEC on or around May 10, 2017.) |
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Page 6 of 6 – SEC Filing
SIGNATURES
After reasonable inquiry and to the best
of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: May 9, 2017
| venBio Select Advisor LLC | |
| /s/ Scott Epstein | |
| Name: Scott Epstein | |
| Title: Chief Financial Officer & Chief Compliance Officer | |
| /s/ Behzad Aghazadeh | |
| BEHZAD AGHAZADEH | |
