13G Filing: 683 Capital Partners and Contrafect Corp (CFRX)

(1) Includes 1,250,000 shares of Common Stock issuable upon the exercise of certain warrants.  See Item 4(a) for a full description of the Reporting Person’s beneficial ownership.

(1) Includes 1,250,000 shares of Common Stock issuable upon the exercise of certain warrants.  See Item 4(a) for a full description of the Reporting Person’s beneficial ownership.

(1) Includes 1,250,000 shares of Common Stock issuable upon the exercise of certain warrants.  See Item 4(a) for a full description of the Reporting Person’s beneficial ownership.

This Schedule 13G reflects the beneficial ownership of the Reporting Persons (as defined below) as of July 20, 2017.

Item 1(a).

Name of Issuer:

ContraFect Corporation (“Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Item 2(a).

Name of Persons Filing:

The names of the persons filing this statement on Schedule 13G (collectively, the “Reporting Persons”) are:

·	683 Capital Management, LLC,

·	683 Capital Partners, LP and

·	Ari Zweiman.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The principal business address for each of the Reporting Persons is 3 Columbus Circle, Suite 2205, New York, NY 10019.

Item 2(c).

Citizenship:

683 Capital Management, LLC is a Delaware limited liability company.  683 Capital Partners, LP is a Delaware limited partnership.  Ari Zweiman is a citizen of the United States.

Item 2(d).

Title of Class of Securities:

Common Stock, par value $0.0001 per share (the “Common Stock”)

Item 2(e).

CUSIP Number:

212326102

Item 3.

If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)	Amount beneficially owned:

The Reporting Persons hold 2,500,000 warrants, exercisable for an aggregate of 1,250,000 shares of Common Stock (the “Warrants”). Each Warrant is exercisable for ½ share of Common Stock. The Warrants are only exercisable to the extent that the holder, together with its affiliates and any other person or entity acting as a group, would not beneficially own more than 9.99% of the outstanding Common Stock after giving effect to such exercise, as such percentage ownership is determined in accordance with the terms of the Warrant (the “Beneficial Ownership Limitation”), except that upon at least 61 days prior notice from the holder to the Issuer, the holder may waive the Beneficial Ownership Limitation. The Beneficial Ownership Limitation does not limit the Reporting Persons at this time, as none of the Reporting Persons may be deemed to beneficially own more than 9.99% after giving effect to the exercise of the Warrants.

As of July 20, 2017, 683 Capital Partners, LP beneficially owned 3,850,000 shares of Common Stock, including 1,250,000 shares of Common Stock issuable upon the exercise of the Warrants.

683 Capital Management, LLC, as the Investment Advisor of 683 Capital Partners, LP, may be deemed to have beneficially owned the 3,850,000 shares of Common Stock beneficially owned by 683 Capital Partners, LP, including 1,250,000 shares of Common Stock issuable upon the exercise of the Warrants.

Ari Zweiman, as the Managing Member of 683 Capital Management, LLC, may be deemed to have beneficially owned the 3,850,000 shares of Common Stock beneficially owned by 683 Capital Management, LLC, including 1,250,000 shares of Common Stock issuable upon the exercise of the Warrants.

(b)	Percent of Class:

The following percentages are based on a denominator that is the sum of: (a) 73,656,606 shares of Common Stock outstanding as disclosed in the Issuer’s Prospectus filed with the Securities and Exchange Commission on July 21, 2017 and (b) 1,250,000 shares of Common Stock issuable upon the exercise of the Warrants.

As of July 20, 2017, each of the Reporting Persons may be deemed to have beneficially owned approximately 5.1% of the outstanding shares of Common Stock, including shares of Common Stock issuable upon the exercise of the Warrants.

(c)	Number of shares as to which such person has:

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [   ].

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

See Exhibit A.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

By signing below the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated:

July 31, 2017

683 CAPITAL MANAGEMENT, LLC*

By: /s/ Ari Zweiman
      Ari Zweiman,
      Authorized Person

683 CAPITAL PARTNERS, LP*

By:  /s/ Ari Zweiman
      Ari Zweiman,
      Authorized Person

*The Reporting Persons disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein.

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of ContraFect Corporation dated as of July 31, 2017 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(2) under the Securities Exchange Act of 1934, as amended.

Dated:

July 31, 2017

683 CAPITAL MANAGEMENT, LLC

By:  /s/ Ari Zweiman
      Ari Zweiman,
      Authorized Person

683 CAPITAL PARTNERS, LP

By:  /s/ Ari Zweiman
      Ari Zweiman,
      Authorized Person