13G Filing: Perceptive Advisors and Ocera Therapeutics Inc. (OCRX)

CUSIP No. 67552A108

13G

Page 6 of 8 Pages

 

Item 4.

Ownership.

 

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

	(a)	Amount beneficially owned:		Perceptive Advisors LLC and Joseph Edelman beneficially own 2,150,000 shares of Common Stock, 2,038,880 of which are held by Perceptive Life Sciences Master Fund Ltd, a private investment fund (the “Fund”) to which Perceptive Advisors LLC serves as the investment manager, and 111,120 of which are held in a trading account (the “Account”) to which Perceptive Advisors LLC serves as the investment manager. Mr. Edelman is the managing member of Perceptive Advisors LLC.
	(b)	Percent of class:		Perceptive Advisors LLC’s and Joseph Edelman’s beneficial ownership of 9.11%, and Perceptive Life Sciences Master Fund Ltd’s beneficial ownership of 8.63%, is based on the sum of 23,600,242 shares of Common Stock as reflected on the Issuer’s 10-K filed with the SEC on March 14, 2017.
	(c)	Number of shares as to which the person has:			Perceptive Advisors LLC and Joseph Edelman
		(i)	Sole power to vote or to direct the vote:			0
		(ii)	Shared power to vote or to direct the vote:			2,150,000
		(iii)	Sole power to dispose or to direct the disposition of:			0
		(iv)	Shared power to dispose or to direct the disposition of:			2,150,000
		Perceptive Life Sciences Master Fund Ltd:
		(i)	Sole power to vote or to direct the vote:			0
		(ii)	Shared power to vote or to direct the vote:			2,038,880
		(iii)	Sole power to dispose or to direct the disposition of:			0
		(iv)	Shared power to dispose or to direct the disposition of:			2,038,880

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 five percent
of the class of securities, check the following: o.

Item 6.

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

The Fund and the Account described
in Item 4 have the right to receive or the power to direct the receipt of dividends from, or the proceeds from, the sale of the
securities held in its account. Filing of this statement by the Reporting Persons shall not be deemed an admission that they beneficially
own the securities reported herein. The Reporting Persons expressly disclaim beneficial ownership of all securities reported herein.

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.