Page 8 of 11 – SEC Filing 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:
(a) ¨ Broker or dealer registered under Section 15 of the Act; (b) ¨ Bank as defined in Section 3(a)(6) of the Act; (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act; (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940; (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 Rule 13d-1(b)(1)(ii)(F);
(g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) ¨ A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act;
(i) ¨ A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act;
(j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please
specify the type of institution: Not applicable.
Item 4. OWNERSHIP A. Adage Capital Partners, L.P., Adage Capital Partners GP, L.L.C. and Adage Capital Advisors, L.L.C. (a) Amount beneficially owned: 1,349,806 (b) Percent of class: 5.28%. The percentages used herein and in the rest of this Schedule 13G are calculated based
on a total of 25,548,051 shares
of Common Stock of the Company outstanding in the Company’s Prospectus filed pursuant to Rule 424(b)(5), filed with
the Securities and Exchange Commission on January5, 2017 after giving effect to the completion of the offering, as described
therein. (c) (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 1,349,806 (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition of: 1,349,806
ACP has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its general partner, ACPGP. ACA, as managing member of ACPGP, directs ACPGP’s operations. Neither ACPGP nor ACA directly own any shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 (the “Act“), ACPGP and ACA may be deemed to beneficially own the shares owned by ACP.
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: |
(a) | ¨ | Broker or dealer registered under Section 15 of the Act; | |
(b) | ¨ | Bank as defined in Section 3(a)(6) of the Act; | |
(c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act; | |
(d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; | |
(e) | ¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
(f) | ¨ | An employee benefit plan or endowment fund in | |
(g) | ¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
(h) | ¨ | A savings association as defined in Section 3(b) | |
(i) | ¨ | A church plan that is excluded from the definition | |
(j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
(k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), specify the type of institution: Not applicable. | |
Item 4. | OWNERSHIP | |||||
A. | Adage Capital Partners, L.P., Adage Capital Partners GP, L.L.C. and Adage Capital Advisors, L.L.C. | |||||
(a) | Amount beneficially owned: 1,349,806 | |||||
(b) | Percent of class: 5.28%. The percentages used herein and in the rest of this Schedule 13G are calculated based on a total of 25,548,051 shares of Common Stock of the Company outstanding in the Company’s Prospectus filed pursuant to Rule 424(b)(5), filed with the Securities and Exchange Commission on January5, 2017 after giving effect to the completion of the offering, as described therein. | |||||
(c) | (i) | Sole power to vote or direct the vote: 0 | ||||
(ii) | Shared power to vote or direct the vote: 1,349,806 | |||||
(iii) | Sole power to dispose or direct the disposition: 0 | |||||
(iv) | Shared power to dispose or direct the disposition of: 1,349,806 | |||||
ACP has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its general partner, ACPGP. ACA, as managing member of ACPGP, directs ACPGP’s operations. Neither ACPGP nor ACA directly own any shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 (the “Act“), ACPGP and ACA may be deemed to beneficially own the shares owned by ACP. |