Page 8 of 9 SEC Filing CUSIP No. 15130J 109 SC 13D Page 8 of 11
Item 1. Security and Issuer.
Item 1 is amended and restated in its entirety as follows: This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D as previously filed by the undersigned Reporting Persons (as defined below) on February 15, 2012, as amended by Amendment No. 1 filed by the Reporting Persons on May 18, 2015 with respect to the common stock, par value $0.001 per share (the “Common Stock”) of Cempra, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 6320 Quadrangle Drive, Suite 360, Chapel Hill, North Carolina 27517-8149. The aggregate percentage of shares of Common Stock reported as owned by each Reporting Person is based on 48,169,733 shares of the Issuer’s common stock issued and outstanding as of February 18, 2016, as reported in the Issuer’s quarterly report on Form 10-K filed with the SEC on February 25, 2016. This is Amendment No. 3 is being filed to report that, as of immediately following the transaction described in Item 5(c) below, the Reporting Persons ceased to beneficially own more than 5% of the Common Stock of the Issuer. Item 2. Identity and Background.
No material change. Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended and restated in its entirety as follows: As of the date hereof, each of Aisling, Aisling Partners and Aisling Partners GP may be deemed to beneficially own 1,232,278 shares of Common Stock, consisting of (i) 113,663 shares of Common Stock, which were acquired on February 7, 2012 in the Issuer’s initial public offering of Common Stock (“IPO”), (ii) 1,079,397 shares of Common Stock issued upon the corporate conversion of the Issuer prior to the closing of the IPO on February 7, 2012 from a Delaware limited liability company into a Delaware corporation (the “Conversion”) and (iii) 39,218 shares of the Issuer’s common stock issuable upon the exercise of the Warrants. Each of Messrs. Elms, Schiff and Purcell may be deemed to share beneficial ownership of such shares of Common Stock held by Aisling and may also each be deemed beneficially own certain shares for held directly by such persons. The source of the purchase price for such shares of Common Stock was capital contributions from the partners of Aisling. No borrowed funds were used to purchase the Common Stock. Item 4. Purpose of Transaction.
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| CUSIP No. 15130J 109 | SC 13D | Page 8 of 11 |
| Item 1. | Security and Issuer. |
Item 1 is amended and restated in its entirety as follows:
This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D as previously filed by the undersigned Reporting Persons (as defined below) on February 15, 2012, as amended by Amendment No. 1 filed by the Reporting Persons on May 18, 2015 with respect to the common stock, par value $0.001 per share (the “Common Stock”) of Cempra, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 6320 Quadrangle Drive, Suite 360, Chapel Hill, North Carolina 27517-8149.
The aggregate percentage of shares of Common Stock reported as owned by each Reporting Person is based on 48,169,733 shares of the Issuer’s common stock issued and outstanding as of February 18, 2016, as reported in the Issuer’s quarterly report on Form 10-K filed with the SEC on February 25, 2016.
This is Amendment No. 3 is being filed to report that, as of immediately following the transaction described in Item 5(c) below, the Reporting Persons ceased to beneficially own more than 5% of the Common Stock of the Issuer.
| Item 2. | Identity and Background. |
No material change.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is amended and restated in its entirety as follows:
As of the date hereof, each of Aisling, Aisling Partners and Aisling Partners GP may be deemed to beneficially own 1,232,278 shares of Common Stock, consisting of (i) 113,663 shares of Common Stock, which were acquired on February 7, 2012 in the Issuer’s initial public offering of Common Stock (“IPO”), (ii) 1,079,397 shares of Common Stock issued upon the corporate conversion of the Issuer prior to the closing of the IPO on February 7, 2012 from a Delaware limited liability company into a Delaware corporation (the “Conversion”) and (iii) 39,218 shares of the Issuer’s common stock issuable upon the exercise of the Warrants. Each of Messrs. Elms, Schiff and Purcell may be deemed to share beneficial ownership of such shares of Common Stock held by Aisling and may also each be deemed beneficially own certain shares for held directly by such persons. The source of the purchase price for such shares of Common Stock was capital contributions from the partners of Aisling. No borrowed funds were used to purchase the Common Stock.
| Item 4. | Purpose of Transaction. |
No material change.
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