13G Filing: Knoll Capital Management Holding Firm to Stake in Ampio Pharmaceuticals, Inc. (AMPE)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. __)
	Ampio Pharmaceuticals, Inc
(Name of Issuer)
	Common Stock, $0.0001 par value per share
(Title of Class of Securities)
			03209T109
(CUSIP Number)
		February 16, 2016
(Date of Event Which Requires Filing of the Statement)

Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:

¨

Rule 13d-1(b)

x

Rule 13d-1(c)

¨

Rule 13d-1(d)

*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 the 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 (“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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1.	NAME OF REPORTING PERSONS Knoll Capital Management, LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)     ¨ (b)     x
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER   3,388,322
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 3,388,322
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,388,322
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.5%
12.	TYPE OF REPORTING PERSON PN

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1.	NAME OF REPORTING PERSONS Fred Knoll
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)     ¨ (b)     x
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER   3,388,322
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 3,388,322
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,388,322
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.5%
12.	TYPE OF REPORTING PERSON IN

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1.	NAME OF REPORTING PERSONS Gakasa Holdings, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)     ¨ (b)    x
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER   3,388,322
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 3,388,322
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,388,322
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.5%
12.	TYPE OF REPORTING PERSON LLC

 

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Item 1(a).

Name of Issuer:

 

Ampio Pharmaceuticals, Inc. (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

5445 DTC Parkway, Suite 925

Greenwood Village, Colorado 80111

Item 2(a).

Name of Persons Filing:

 

Knoll Capital Management LP (“KCMLP”)

Fred Knoll (“Knoll”)

Gakasa Holdings, LLC (“Gakasa”)

Item 2(b).

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

 

The principle business address for each of KCMLP, Knoll and
Gakasa is 5 East 44^th Street, Suite 12, New York, NY 10017

Item 2(c).

Citizenship:

KCMLP is a limited partnership formed and existing under the
laws of the State of Delaware.

Knoll is a citizen of the United States.

Gakasa is a limited liability company organized under the laws
of the State of Florida.

 

Item 2(d).

Title of Class of Securities:

 

This statement on Schedule 13G is being filed with respect to
Common Stock, $0.0001 par value per share (the “Common Stock”) of the issuer.

 

Item 2(e).

CUSIP Number:

03209T109

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not applicable

	(a)	¨	Broker or dealer registered under Section 15 of the Act (15 U.S.C 78o);
	(b)	¨	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C 78c);
	(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C 78c);
	(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
	(j)	¨	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
	(k)	¨	Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

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If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _________________

Item 4.

Ownership:

Provide the following information regarding
the aggregate number and percentage of class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:

As of this filing:

Gakasa beneficially
owns 3,388,322 Shares of the Issuer’s Common Stock.

Each of KCMLP and Knoll
beneficially own 3,388,322Shares of the Issuer’s Common Stock. KCMLP has trading authority for Gakasa, and Knoll is the President
of KCMLP.

(b)

Percent of Class:

This percentage is
calculated based on a total of 51,998,306 shares of Common Stock outstanding as of November 1, 2015, as reported by the Issuer
on a Form 10-Q filed with the SEC on November 6, 2015.

The 3,388,322 shares
of the Issuer’s Common Stock beneficially owned by each of Gakasa, KCMLP and Knoll constitute 6.5% of the Issuer’s
Common Stock outstanding.

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: 0

(ii)

shared power to vote or to direct the vote: 3,388,322

KCMLP, Knoll
and Gakasa share the power to vote or direct the vote of those shares of Common Stock owned by Gakasa.

(iii)

sole power to dispose or to direct the disposition of: 0

(iv)

shared power to dispose or to direct the disposition of: 3,388,322

KCMLP, Knoll
and Gakasa share the power to dispose of or direct the disposition of those shares of Common Stock owned by Gakasa.

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 person has ceased to be the beneficial owner of more than
5 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 or Control Person:

Not Applicable.

Item 8.

Identification and Classification of Members of the Group:

Not Applicable.

Item 9.

Notice of Dissolution of Group:

 

Not Applicable

Item 10.

Certifications:

By Signing below I certify that, to the
best of my 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.

 

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SIGNATURE

After reasonable inquiry
and to the best of its knowledge and belief, I certify (the undersigned certifies) that the information set forth in this statement
is true, complete and correct.

	KNOLL CAPITAL MANAGEMENT, LP By: /s/ Fred Knoll
Dated: March 1, 2016	Name: Fred Knoll Title: President
	/s/ Fred Knoll
Dated: March 1, 2016	Fred Knoll
	GAKASA HOLDINGS, LLC. By: Knoll Capital Management, L.P., By: /s/ Fred Knoll
Dated: March 1, 2016	Name: Fred Knoll Title: President