According to a recent 13G filing with the Securities and Exchange Commission, Matthew Halbower‘s Pentwater Capital has acquired 3.53 million shares of Tobira Therapeutics Inc. (NASDAQ:TBRA), which amass 18.77% of the company’s outstanding stock. The acquisition represents a new addition to Pentwater Capital’s portfolio.
Tobira Therapeutics, previously known under the name Regado Biosciences, is a clinical-stage biopharmaceutical company engaged in the production of therapeutics for treating HIV, liver disease, and inflammation fibrosis. Recently, the company reached a final agreement with Allergan plc (NYSE:AGN), upon which Allergan will acquire Tobira for a total of $1.7 billion. Over the past 12 months, Tobira’s stock has gained 191.08%. For the second quarter of 2015, the company reported a loss per share of $0.71 and a net loss of $13.3 million, compared to a loss per share of $0.99 and a net loss of $11 million for the corresponding period of the previous year. Earlier this month, Mizuho reiterated its ‘Buy’ rating on Tobira’s stock with a price target of $305, while Cantor Fitzgerald downgraded its rating to ‘Hold’ from ‘Buy’.
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Seven of the hedge funds that we track were long Tobira Therapeutics Inc. (NASDAQ:TBRA) at the end of June, down from nine at the end of March. Those who sold out of the stock are surely kicking themselves, as it’s gained over 200% since the end of June. Those lucky funds which did hold on to their shares included Mark Lampert‘s Biotechnology Value Fund, with a position valued at $15.74 million, Paul Marshall and Ian Wace’s Marshall Wace LLP, and Israel Englander’s Millennium Management.
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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 |
|---|---|---|---|---|---|---|
| PWCM Master Fund Ltd | 3,533,200 | 7 | 3,533,200 | 9 | 3,533,200 | (1) 18.77% |
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Page 1 of 6 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
| TobiraTherapeutics, Inc. |
| (Name of Issuer) |
| Common Stock, $0.001 par value |
| (Title of Class of Securities) |
| 88883P101 |
| (CUSIP Number) |
| September 20, 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:
| ☑ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☐ | 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 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 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 6 – SEC Filing
| 1 | NAME OF REPORTING PERSONS | ||||
| I.R.S. IDENTIFICATION NO OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| Pentwater Capital Management LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||||
| (a)☐ | |||||
| (b)☐ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Delaware USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
| 3,533,200 | |||||
| 6 | SHARED VOTING POWER | ||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 3,533,200 | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 3,533,200 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
| ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| (1) 18.77% | |||||
| 12 | TYPE OF REPORTING PERSON* | ||||
| IA | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| (1) | The percentage reported is based on 18,821,231 shares of Common Stock, par value $0.001 per share outstanding. |
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Page 3 of 6 – SEC Filing
| 1 | NAMES OF REPORTING PERSONS | ||||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| PWCM Master Fund Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
| 6 | SHARED VOTING POWER | ||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 1,764,901 | |||||
| 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) 9.38% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| OO | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| (1) | The percentage reported is based on 18,821,231 shares of Common Stock, par value $0.001 per share outstanding. |
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Page 4 of 6 – SEC Filing
| Item 1(a). | Name of Issuer: Tobira Therapeutics, Inc |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: 701 Gateway Boulevard, Suite 300 South San Francisco, CA 94080 |
| Item 2(a). | Name of Person Filing: Pentwater Capital Management, LP |
| Item 2(b). | Address of Principal Business Office, or if None, Residence: 614 Davis Street Evanston, IL 60201 |
| Item 2(c). | Citizenship: Delaware, USA |
| Item 2(d). | Title of Class of Securities: Common Stock, $0.001 par value |
| Item 2(e). | CUSIP Number: 88883P101 |
| Item 3. | If This Statement is Filed Pursuant to Rule 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 Exchange Act. | |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act. | |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Exchange Act. | |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act. | |
| (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) | ☐ | Group, in accordance with |
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Page 5 of 6 – SEC Filing
| 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: 3,533,200 |
| (b) | Percent of class: 18.77% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote 3,533,200 |
| (ii) | Shared power to vote or to direct the vote |
| (iii) | Sole power to dispose or to direct the disposition of 3,533,200 |
| (iv) | Shared power to dispose or to direct the disposition of |
| 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. N/A |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. PWCM Master Fund Ltd. |
| Item 8. | Identification and Classification of Members of the Group. N/A |
| Item 9. | Notice of Dissolution of Group. N/A |
| Item 10. | Certifications. |
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 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 such purpose or effect.
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Page 6 of 6 – 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.
| September 22, 2016 | |
| (Date) | |
| /s/ Neal Nenadovic | |
| (Signature) | |
| Neal Nenadovic/Chief Financial Officer | |
| (Name/Title) |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-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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