You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Rosalind Advisors, Inc | 0 | 2,083,100 | 0 | 2,083,100 | 2,083,100 | 5.5% |
| Steven Salamon | 0 | 2,083,100 | 0 | 2,083,100 | 2,083,100 | 5.5% |
| Rosalind Master Fund | 0 | 584,761 | 0 | 584,761 | 584,761 | 1.6% |
| Rosalind Capital Partners | 0 | 1,498,339 | 0 | 1,498,339 | 1,498,339 | 4.0% |
Page 1 of 9 – SEC Filing
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
(Amendment
No. 1)
Under
the Securities Exchange Act of 1934
ZOSANO PHARMA
CORPORATION
(Name
of Issuer)
Common Shares
(Title
of Class of Securities)
98979H103
(CUSIP
Number)
March 28, 2017
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | 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 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).
Follow Zosano Pharma Corp (NASDAQ:ZSAN)
Follow Zosano Pharma Corp (NASDAQ:ZSAN)
Page 2 of 9 – SEC Filing
| CUSIP | 13 G/A | Page |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Rosalind Advisors, Inc. | ||||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o | ||||||
| 3. | SEC USE ONLY | ||||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO, CANADA | ||||||
| NUMBER | |||||||
| 5. | SOLE VOTING POWER 0 | ||||||
| 6. | SHARED VOTING POWER 2,083,100 | ||||||
| 7. | SOLE DISPOSITIVE POWER 0 | ||||||
| 8. | SHARED DISPOSITIVE POWER 2,083,100 | ||||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,083,100 | ||||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨ | ||||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.5%1 | ||||||
| 12. | TYPE OF REPORTING PERSON (see instructions) CO | ||||||
1 This percentage is calculated based upon 36,365,997 shares of the Issuer’s common stock outstanding
as of March 22, 2017.
Follow Zosano Pharma Corp (NASDAQ:ZSAN)
Follow Zosano Pharma Corp (NASDAQ:ZSAN)
Page 3 of 9 – SEC Filing
| CUSIP | 13 G/A | Page |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Steven Salamon | ||||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o | ||||||
| 3. | SEC USE ONLY | ||||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO, CANADA | ||||||
| NUMBER | |||||||
| 5. | SOLE VOTING POWER 0 | ||||||
| 6. | SHARED VOTING POWER 2,083,100 | ||||||
| 7. | SOLE DISPOSITIVE POWER 0 | ||||||
| 8. | SHARED DISPOSITIVE POWER 2,083,100 | ||||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,083,100 | ||||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨ | ||||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.5%2 | ||||||
| 12. | TYPE OF REPORTING PERSON (see instructions) IN | ||||||
2
This percentage is calculated based upon 36,365,997 shares of the Issuer’s common stock outstanding
as of March 22, 2017.
Follow Zosano Pharma Corp (NASDAQ:ZSAN)
Follow Zosano Pharma Corp (NASDAQ:ZSAN)
Page 4 of 9 – SEC Filing
| CUSIP | 13 G/A | Page |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Rosalind Master Fund L.P. | ||||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o | ||||||
| 3. | SEC USE ONLY | ||||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS | ||||||
| NUMBER | |||||||
| 5. | SOLE VOTING POWER 0 | ||||||
| 6. | SHARED VOTING POWER 584,761 | ||||||
| 7. | SOLE DISPOSITIVE POWER 0 | ||||||
| 8. | SHARED DISPOSITIVE POWER 584,761 | ||||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 584,761 | ||||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨ | ||||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.6%3 | ||||||
| 12. | TYPE OF REPORTING PERSON (see instructions) PN | ||||||
3 This percentage is calculated based upon 36,365,997 shares of the Issuer’s common stock outstanding as
of March 22, 2017.
Follow Zosano Pharma Corp (NASDAQ:ZSAN)
Follow Zosano Pharma Corp (NASDAQ:ZSAN)
Page 5 of 9 – SEC Filing
| CUSIP | 13 G/A | Page |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Rosalind Capital Partners L.P. | ||||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o | ||||||
| 3. | SEC USE ONLY | ||||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO, CANADA | ||||||
| NUMBER | |||||||
| 5. | SOLE VOTING POWER 0 | ||||||
| 6. | SHARED VOTING POWER 1,498,339 | ||||||
| 7. | SOLE DISPOSITIVE POWER 0 | ||||||
| 8. | SHARED DISPOSITIVE POWER 1,498,339 | ||||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,498,339 | ||||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨ | ||||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.0%4 | ||||||
| 12. | TYPE OF REPORTING PERSON (see instructions) PN | ||||||
4This percentage is calculated based upon 36,365,997 shares of the Issuer’s common stock outstanding as
of March 22, 2017.
Follow Zosano Pharma Corp (NASDAQ:ZSAN)
Follow Zosano Pharma Corp (NASDAQ:ZSAN)
Page 6 of 9 – SEC Filing
| CUSIP No. 98979H103 | 13 G/A | Page 6 of 9 Pages | ||
Item
1.
| (a) | Name of Issuer: ZOSANO PHARMA CORPORATION | |
| (b) | Address Fremont, CA 94555, United | |
Item
2.
| (a) | Name Rosalind Rosalind Rosalind Steven Steven | |
| (b) | Address 175 Suite 1316, North Tower Toronto, M4W
Rosalind P.O. Ugland KY1-1104,
Rosalind 175 Suite 1316, North Tower Toronto, M4W
Steven 175 Suite 1316, North Tower Toronto, M4W | |
| (c) | Citizenship
Rosalind Rosalind
Steven | |
| (d) | Title of Class of Securities Common Stock | |
| (e) | CUSIP Number 98979H103 |
Follow Zosano Pharma Corp (NASDAQ:ZSAN)
Follow Zosano Pharma Corp (NASDAQ:ZSAN)
Page 7 of 9 – SEC Filing
| CUSIP No. 98979H103 | 13 G/A | Page 7 of 9 Pages | ||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
| 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
Rosalind Master Fund Rosalind Capital Partners Rosalind | |||
| (b) | Percent Rosalind Rosalind Rosalind Steven | |||
Follow Zosano Pharma Corp (NASDAQ:ZSAN)
Follow Zosano Pharma Corp (NASDAQ:ZSAN)
Page 8 of 9 – SEC Filing
| CUSIP No. 98979H103 | 13 G/A | Page 8 of 9 Pages | ||
| (c) | Number of shares as to which the person has: | ||||||||
| (i) | Shared Rosalind Rosalind Rosalind Steven | ||||||||
| (ii) | Sole power to dispose or to direct the disposition of – 0 | ||||||||
| (iii) | Shared Rosalind Rosalind Rosalind Steven | ||||||||
Instruction.
For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
| 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.
Instruction.
Dissolution of a group requires a response to this item.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| Item 7– 9. | Not Applicable |
Follow Zosano Pharma Corp (NASDAQ:ZSAN)
Follow Zosano Pharma Corp (NASDAQ:ZSAN)
Page 9 of 9 – SEC Filing
| CUSIP No. 98979H103 | 13 G/A | Page 9 of 9 Pages | ||
| Item 10. | Certification. |
| 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. | |||
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
| 3/29/2017 | |
| Date | |
| /s/ Steven Salamon | |
| Signature | |
| Steven Salamon/President Rosalind Advisors, Inc. | |
| Name/Title |
