Page 10 of 14 SEC Filing
CUSIP No. 19249H103 |
All of the shares of Common Stock beneficially owned or that may be deemed to be beneficially owned by the reporting persons are issuable upon conversion of the Issuers 8.2% Convertible Senior Notes due 2022 (the Notes). HealthCare Royalty Partners III, L.P. (the Holder) entered into a Convertible Note Purchase Agreement with the Issuer, pursuant to which, among other things, the Issuer issued and sold to the Holder $75 million aggregate principal amount of the Notes. The Holder may convert the Notes at the Holders option on any day prior to the close of business on the business day immediately preceding March 31, 2022 into shares of Common Stock at an initial conversion rate of 44.7387 shares of Common Stock (plus cash in lieu of any fractional shares) per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of $22.35 per share and is subject to adjustment in certain events described in the aforementioned purchase agreement. | ||||
HealthCare Royalty GP III, LLC is the general partner of HealthCare Royalty Partners III, L.P. and therefore may be deemed to beneficially own the shares beneficially owned by HealthCare Royalty Partners III, L.P. HealthCare Royalty Management, LLC is the investment manager of HealthCare Royalty GP III, LLC and therefore may be deemed to beneficially own the shares owned by HealthCare Royalty Partners III, L.P. Todd C. Davis, Clarke B. Futch, Christopher A. White and Michael G. Carter comprise the investment committee that, through HealthCare Royalty Management, LLC, is responsible for the voting and investment decisions relating to the shares beneficially owned by HealthCare Royalty Partners III, L.P. The reporting persons may be deemed to be a group as defined in Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended, and each member of such group may be deemed to beneficially own the ordinary shares beneficially owned by other members constituting such group. Each of Messrs. Davis, Futch, White and Carter disclaims beneficial ownership of all shares of common stock of the Issuer included in this report, and the filing of this Schedule 13G shall not be construed as an admission that any of Messrs. Davis, Futch, White and Carter is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose. | ||||
(b) | Percent of class: | |||
HealthCare Royalty Partners III, L.P.: 7.9% | ||||
HealthCare Royalty GP III, LLC: 7.9% | ||||
HealthCare Royalty Management, LLC: 7.9% | ||||
Todd C. Davis: 7.9% | ||||
Clarke B. Futch: 7.9% | ||||
Christopher A. White: 7.9% | ||||
Michael G. Carter: 7.9% | ||||
Percentages based on 39,103,426 outstanding shares of the Issuers common stock as of January 31, 2016, as reported in the Issuers Annual Report on Form 10-K for the fiscal year ended December 31, 2015, plus 3,355,402 shares of Issuers common stock that are subject to the Notes that are convertible at any time at the Holders option. | ||||
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