13G Filing: Adage Capital Management and Steadymed Ltd. (STDY)

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Item 4. OWNERSHIP
A. Adage Capital Partners, L.P., Adage Capital Partners GP, L.L.C. and Adage Capital Advisors, L.L.C.
(a) Amount beneficially owned:  1,849,767 Ordinary Shares and 628,930 Ordinary Shares issuable upon exercise of Warrants
(b)

Percent
of class: 9.61%. The percentage set forth in this Schedule 13G is calculated based on a total of 25,171,376 Ordinary Shares issued
and outstanding, which is the sum of: (i) 20,139,826 Ordinary Shares issued and outstanding as of April 19, 2017, as disclosed
in the Subscription Agreement (the “Subscription Agreement“) attached as Exhibit 10.1 to the Company’s Current
Report on Form 8-K, filed with the Securities and Exchange Commission on April 21, 2017 (the “Form 8-K“) and (ii)
the 5,031,550 Ordinary Shares issued by the Company on April 25, 2017 pursuant to the Subscription Agreement, as described in the
Form 8-K, and assumes the exercise of the reported Warrants.

 

(c) (i) Sole power to vote or direct the vote:  0
(ii) Shared power to vote or direct the vote: 1,849,767 Ordinary Shares and 628,930 Ordinary Shares issuable upon exercise of Warrants
(iii) Sole power to dispose or direct the disposition:  0
(iv) Shared power to dispose or direct the disposition of:  1,849,767 Ordinary Shares and 628,930 Ordinary Shares issuable upon exercise of Warrants
ACP has the power to dispose of and the power to vote the Ordinary Shares beneficially owned by it, which power may be exercised by its general partner, ACPGP.  ACA, as managing member of ACPGP, directs ACPGP’s operations. Neither ACPGP nor ACA directly own any Ordinary Shares.  By reason of the provisions of Rule 13d-3 of the Act, ACPGP and ACA may be deemed to beneficially own the shares owned by ACP.
B. Robert Atchinson and Phillip Gross
(a) Amount beneficially owned:  1,849,767 Ordinary Shares and 628,930 Ordinary Shares issuable upon exercise of Warrants
(b) Percent of class:  9.61%
(c) (i) Sole power to vote or direct the vote:  0
(ii) Shared power to vote or direct the vote:  1,849,767 Ordinary Shares and 628,930 Ordinary Shares issuable upon exercise of Warrants
(iii) Sole power to dispose or direct the disposition:  0
(iv) Shared power to dispose or direct the disposition:  1,849,767 Ordinary Shares and 628,930 Ordinary Shares issuable upon exercise of Warrants
Messrs. Atchinson and Gross, as managing members of ACA, have shared power to vote the Ordinary Shares beneficially owned by ACP.  Neither Mr. Atchinson nor Mr. Gross directly own any Ordinary Shares.  By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares beneficially owned by ACP.

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