Matt Sirovich and Jeremy Mindich‘s Scopia Capital has recently filed an amended 13G with the SEC, in which reported holding 3.84 million common shares of Retrophin Inc. (NASDAQ:RTRX) that amass 10.4% of the company’s outstanding stock. This represents a slight increase in the stake, as the fund previously owned close to 3.6 million shares, according to its latest 13F filing for the reporting period of March 31.
Retrophin is a biopharmaceutical company that works on discovering and producing various therapeutics that should help treat the patients who are suffering from serious or rare illnesses. Recently, the company has reported good results from its physician-initiated treatment with RE-024 in two adults who are suffering from a rare disease called Pantothenate Kinase-Associated Neurodegeneration. Year-to-date, the Retrophin’s stock is down by 4.25%. According to its last financial report for the first quarter of 2016, the company had revenue of $29 million, which was below the estimates of $31 million, while earnings per share were $0.31, significantly above the estimates of a loss per share of $0.22. Recently, JMP Securities reiterated its ‘Buy’ rating on Retrophin’s stock, and Leering Swann also reiterated its ‘Buy’ rating, but with a price target of $27.00.
The number of smart investors from our database who are supporting Retrophin (NASDAQ:RTRX) increased by 4 recently, and at the end of March, there were 22 funds with positions in the company. Among them, the biggest position was held by Scopia Capital, and the second largest stake was reported by Joseph Edelman’s Perceptive Advisors, valued at $41 million. Some other investors long the stock included Kevin Kotler’s Broadfin Capital, Mitchell Blutt’s Consonance Capital Management, and Oleg Nodelman’s EcoR1 Capital.
Among the biggest new Retrophin’s investors during the first quarter were Hal Mintz’ Sabby Capital, which had $4.9 million invested in the company, and Paul Orlin and Alex Porter’s Amici Capital, which initiated a position worth around $4.7 million. Remaining hedge funds with new stakes in the company included Scott Scher & Michael Prober’s Clovis Capital Management, and Jim Simons’s Renaissance Technologies.
You can access the original SEC filing by clicking here.
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Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Scopia Capital Management | 0 | 3,811,821 | 0 | 3,811,821 | 3,811,821 | 10.4% |
| Scopia Management, Inc | 0 | 3,811,821 | 0 | 3,811,821 | 3,811,821 | 10.4% |
| Matthew Sirovich | 8,750 | 3,811,821 | 8,750 | 3,811,821 | 3,820,571 | 10.4% |
| Jeremy Mindich | 0 | 3,811,821 | 0 | 3,811,821 | 3,811,821 | 10.4% |
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Page 1 of 12 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Retrophin,
Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
761299106
(CUSIP Number)
June 30, 2016
(Date of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule
13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
| (1) | The remainder of this cover page shall be filled out for a reporting persons 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 in 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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Page 2 of 12 – SEC Filing
CUSIP
No. 761299106
| 1. | NAME OF Scopia Capital Management LP | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ¨ (b) ¨ | |||||
| 3. | SEC USE ONLY | |||||
| 4. | CITIZENSHIP OR PLACE OF Delaware | |||||
| NUMBER OF SHARES WITH | 5. | SOLE VOTING POWER 0 | ||||
| 6. | SHARED VOTING POWER 3,811,821 | |||||
| 7. | SOLE DISPOSITIVE POWER 0 | |||||
| 8. | SHARED DISPOSITIVE POWER 3,811,821 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,811,821 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ¨ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT 10.4% | |||||
| 12. | TYPE OF REPORTING PERSON (SEE PN, IA | |||||
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Page 3 of 12 – SEC Filing
CUSIP
No. 761299106
| 1. | NAME OF Scopia Management, Inc. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ¨ (b) ¨ | |||||
| 3. | SEC USE ONLY | |||||
| 4. | CITIZENSHIP OR PLACE OF New York | |||||
| NUMBER OF SHARES WITH | 5. | SOLE VOTING POWER 0 | ||||
| 6. | SHARED VOTING POWER 3,811,821 | |||||
| 7. | SOLE DISPOSITIVE POWER 0 | |||||
| 8. | SHARED DISPOSITIVE POWER 3,811,821 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,811,821 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ¨ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT 10.4% | |||||
| 12. | TYPE OF REPORTING PERSON (SEE CO, HC | |||||
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Page 4 of 12 – SEC Filing
CUSIP
No. 761299106
| 1. | NAME OF Matthew Sirovich | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ¨ (b) ¨ | |||||
| 3. | SEC USE ONLY | |||||
| 4. | CITIZENSHIP OR PLACE OF United States | |||||
| NUMBER OF SHARES WITH | 5. | SOLE VOTING POWER 8,750 | ||||
| 6. | SHARED VOTING POWER 3,811,821 | |||||
| 7. | SOLE DISPOSITIVE POWER 8,750 | |||||
| 8. | SHARED DISPOSITIVE POWER 3,811,821 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,820,571 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ¨ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT 10.4% | |||||
| 12. | TYPE OF REPORTING PERSON (SEE IN, HC | |||||
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Page 5 of 12 – SEC Filing
CUSIP
No. 761299106
| 1. | NAME OF Jeremy Mindich | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ¨ (b) ¨ | |||||
| 3. | SEC USE ONLY | |||||
| 4. | CITIZENSHIP OR PLACE OF United States | |||||
| NUMBER OF SHARES WITH | 5. | SOLE VOTING POWER 0 | ||||
| 6. | SHARED VOTING POWER 3,811,821 | |||||
| 7. | SOLE DISPOSITIVE POWER 0 | |||||
| 8. | SHARED DISPOSITIVE POWER 3,811,821 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,811,821 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ¨ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT 10.4% | |||||
| 12. | TYPE OF REPORTING PERSON (SEE IN, HC | |||||
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Page 6 of 12 – SEC Filing
CUSIP
No. 761299106
| Item 1. | (a). | Name of Issuer: | ||
| Retrophin, Inc. (the Issuer) | ||||
| (b). | Address of Issuers Principal Executive Offices: | |||
| 12255 El Camino Real, Suite 250 San Diego, CA 92130 | ||||
| Item 2. | (a). | Name of Person Filing: | ||
| Scopia Capital Management LP Scopia Matthew Sirovich Jeremy | ||||
| (b). | Address or Principal Business Office or, if None, Residence: | |||
| Scopia Capital Management LP 152 West 57th New York, NY 10019 Scopia Management, Inc. Matthew Sirovich Jeremy Mindich c/o Scopia Capital Management LP 152 West 57th Street, 33rd Floor New York, NY 10019 | ||||
| (c). | Citizenship: | |||
| Scopia Capital Management LP Delaware limited partnership Scopia Management, Inc. New York corporation Matthew Jeremy Mindich United States citizen | ||||
| (d). | Title of Class of Securities: | |||
| Common Stock, par value $0.0001 per share | ||||
| (e). | CUSIP Number: | |||
| 761299106 | ||||
| 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) ¨ | 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). | |||
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Page 7 of 12 – SEC Filing
| (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) | x | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | ||||||||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | ||||||||
| (g) | x | 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 of 1940 (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). 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 the class of securities of the issuer identified in Item 1. | ||||||||||
| Scopia Capital Management LP | ||||||||||
| (a) | Amount beneficially owned: | |||||||||
| 3,811,821 | ||||||||||
| (b) | Percent of class: | |||||||||
| 10.4% | ||||||||||
| (c) | Number of shares as to which the person has: | |||||||||
| (i) | Sole power to vote or to direct the vote | 0, | ||||||||
| (ii) | Shared power to vote or to direct the vote | 3,811,821, | ||||||||
| (iii) | Sole power to dispose or to direct the disposition of | 0, | ||||||||
| (iv) | Shared power to dispose or to direct the disposition of | 3,811,821. | ||||||||
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Page 8 of 12 – SEC Filing
| Scopia Management, Inc. | ||||||||
| (a) | Amount beneficially owned: | |||||||
| 3,811,821 | ||||||||
| (b) | Percent of class: | |||||||
| 10.4% | ||||||||
| (c) | Number of shares as to which the person has: | |||||||
| (i) | Sole power to vote or to direct the vote | 0, | ||||||
| (ii) | Shared power to vote or to direct the vote | 3,811,821, | ||||||
| (iii) | Sole power to dispose or to direct the disposition of | 0, | ||||||
| (iv) | Shared power to dispose or to direct the disposition of | 3,811,821. | ||||||
| Matthew Sirovich | ||||||||
| (a) | Amount beneficially owned: | |||||||
| 3,820,571 | ||||||||
| (b) | Percent of class: | |||||||
| 10.4% | ||||||||
| (c) | Number of shares as to which the person has: | |||||||
| (i) | Sole power to vote or to direct the vote | 8,750, | ||||||
| (ii) | Shared power to vote or to direct the vote | 3,811,821, | ||||||
| (iii) | Sole power to dispose or to direct the disposition of | 8,750, | ||||||
| (iv) | Shared power to dispose or to direct the disposition of | 3,811,821. | ||||||
| Jeremy Mindich | ||||||||
| (a) | Amount beneficially owned: | |||||||
| 3,811,821 | ||||||||
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Page 9 of 12 – SEC Filing
| (b) | Percent of class: | |||||||||
| 10.4% | ||||||||||
| (c) | Number of shares as to which the person has: | |||||||||
| (i) | Sole power to vote or to direct the vote | 0, | ||||||||
| (ii) | Shared power to vote or to direct the vote | 3,811,821, | ||||||||
| (iii) | Sole power to dispose or to direct the disposition of | 0, | ||||||||
| (iv) | Shared power to dispose or to direct the disposition of | 3,811,821. | ||||||||
| 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 ¨. | ||||||||||
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. | |||||||||
| If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. | ||||||||||
| All securities reported in this Schedule 13G amendment are directly held by advisory clients of | ||||||||||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |||||||||
| If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b) (1) (ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. | ||||||||||
| N/A | ||||||||||
| Item 8. | Identification and Classification of Members of the Group. | |||||||||
| If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §§ 240.13d-1(c) or §§ 240.13d-1(d), attach an exhibit stating the identity of each member of the group. | ||||||||||
| N/A | ||||||||||
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Page 10 of 12 – SEC Filing
| Item 9. | Notice of Dissolution of Group. | |
| Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. | ||
| N/A | ||
| Item 10. | Certification. | |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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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Page 11 of 12 – SEC Filing
SIGNATURE
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.
| July 11, 2016 | ||
| (Date) | ||
| SCOPIA CAPITAL MANAGEMENT LP | ||
| By: /s/ Samantha Nasello | ||
| Name: | Samantha Nasello | |
| Title: | CCO | |
| SCOPIA MANAGEMENT, INC. | ||
| By: /s/ Aaron Morse | ||
| Name: | Aaron Morse | |
| Title: | Vice President | |
| By: /s/ Matthew Sirovich | ||
| Name: | Matthew Sirovich | |
| By: /s/ Jeremy Mindich | ||
| Name: | Jeremy Mindich | |
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including
all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
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Page 12 of 12 – SEC Filing
EXHIBIT INDEX
| 99.1 | Joint Filing Agreement, dated as of July 11, 2016, by and among the Reporting Persons |
