Page 4 of 6 – SEC Filing ITEM 1. SECURITY AND ISSUER This Statement on Schedule 13D (this “Statement“) relates to the common stock, par value $0.0001 per share (the “Common Stock“), of Trovagene, Inc., a Delaware corporation (the “Issuer“). The address of the Issuer’s principal executive offices is 11055 Flintkote Avenue, Suite B, San Diego, California 92121. ITEM 2. IDENTITY AND BACKGROUND (a) This Statement is being filed jointly by the following persons (collectively, the “Reporting Persons“)*:
· Bridger Management, LLC, a Delaware limited liability company (“Bridger Management“)
o 90 Park Avenue, 40th Floor, New York NY 10016
· Mr. Roberto Mignone, a United States citizen (“Mr. Mignone“)
o 90 Park Avenue, 40th Floor, New York NY 10016
* The Reporting Persons have entered into a joint filing agreement, dated as of April 5, 2016, a copy of which is attached hereto as Exhibit I. Mr. Mignone is the sole manager of Bridger Management. (b) See Item 2(a) above.
(c) Bridger Management, LLC
Bridger Management is an investment adviser that is registered under the Investment Advisers Act of 1940. Bridger Management provides investment advice to Swiftcurrent Offshore Master, Ltd., Swiftcurrent Partners L.P. and Bridger Healthcare Ltd. (each, a “Fund” and collectively, the “Funds“), as well as other pooled investment vehicles. Mr. Roberto Mignone The principal occupation of Mr. Mignone is serving as the sole manager of Bridger Management. (d) During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) See Item 2(a) above. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Reporting Persons beneficially own an aggregate of 3,290,587 shares of Common Stock (the “Subject Shares“). The Subject Shares were acquired by or on behalf of the Funds using investment capital which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. The aggregate consideration paid for the Subject Shares purchased by the Funds, including brokerage commissions, was approximately $21,720,575. ITEM 4. PURPOSE OF TRANSACTION The Funds purchased the Subject Shares based on the Reporting Persons’ belief that the Subject Shares represented an attractive investment opportunity. Beginning on March 31, 2016, certain of the Reporting Persons have engaged, and expect to further engage, in discussions with management, the Board of Directors of the Issuer (the “Board“), other shareholders of the Issuer and other parties regarding the business of the Issuer and the composition of the Board and management of the Issuer. Such discussions are expected to involve the events described in paragraph (d) of Item 4 of Schedule 13D, and may also involve one or more of the events referred to in paragraphs (a) through (c) and paragraphs (e) through (j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may, from time to time and at any time in the future depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Common Stock, conditions in the securities market and general economic and industry conditions, take such actions as they deem appropriate, including: (i) acquiring additional shares of Common Stock and/or other securities, or derivative or other instruments that are based upon or relate to the value of the shares of Common Stock (collectively, “Securities“) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; or (iii) engaging in any hedging or similar transactions with respect to the Securities. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) and (b) The aggregate percentage of the outstanding shares of Common Stock reported as beneficially owned by each Reporting Person is based upon the 29,782,810 shares of Common Stock disclosed by the Issuer as outstanding as of March 21, 2016, as reported by the Issuer in its Form DEF 14A filed with the Securities and Exchange Commission on March 31, 2016. Each Fund is the owner of record of certain of the Subject Shares, with each Fund individually owning less than five percent of the outstanding shares of Common Stock. Bridger Management, as investment manager to the Funds, beneficially owns and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the Subject Shares, representing 11.0% of the outstanding shares of Common Stock. By virtue of Mr. Mignone’s position as the manager of Bridger Management, Mr. Mignone beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the Subject Shares, representing 11.0% of the outstanding shares of Common Stock. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that they constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and the Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. (c) No transactions in the Subject Shares are known to the Reporting Persons to have been effected during the past sixty (60) days.
(d) No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares, except that each Fund has the right to receive dividends from, and proceeds from the sale of, the shares of Common Stock held of record by each.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit I: Joint Filing Agreement, dated April 5, 2016
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ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (this “Statement“) relates to the common stock, par value $0.0001 per share (the “Common Stock“), of Trovagene, Inc., a Delaware corporation (the “Issuer“). The address of the Issuer’s principal executive offices is 11055 Flintkote Avenue, Suite B, San Diego, California 92121.
ITEM 2. IDENTITY AND BACKGROUND
| (a) | This Statement is being filed jointly by the following persons (collectively, the “Reporting Persons“)*: |
| · | Bridger Management, LLC, a Delaware limited liability company (“Bridger Management“) |
| o | 90 Park Avenue, 40th Floor, New York NY 10016 |
| · | Mr. Roberto Mignone, a United States citizen (“Mr. Mignone“) |
| o | 90 Park Avenue, 40th Floor, New York NY 10016 |
* The Reporting Persons have entered into a joint filing agreement, dated as of April 5, 2016, a copy of which is attached hereto as Exhibit I.
Mr. Mignone is the sole manager of Bridger Management.
| (b) | See Item 2(a) above. |
| (c) | Bridger Management, LLC |
Bridger Management is an investment adviser that is registered under the Investment Advisers Act of 1940. Bridger Management provides investment advice to Swiftcurrent Offshore Master, Ltd., Swiftcurrent Partners L.P. and Bridger Healthcare Ltd. (each, a “Fund” and collectively, the “Funds“), as well as other pooled investment vehicles.
Mr. Roberto Mignone
The principal occupation of Mr. Mignone is serving as the sole manager of Bridger Management.
| (d) | During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
(f) See Item 2(a) above.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Persons beneficially own an aggregate of 3,290,587 shares of Common Stock (the “Subject Shares“).
The Subject Shares were acquired by or on behalf of the Funds using investment capital which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. The aggregate consideration paid for the Subject Shares purchased by the Funds, including brokerage commissions, was approximately $21,720,575.
ITEM 4. PURPOSE OF TRANSACTION
The Funds purchased the Subject Shares based on the Reporting Persons’ belief that the Subject Shares represented an attractive investment opportunity.
Beginning on March 31, 2016, certain of the Reporting Persons have engaged, and expect to further engage, in discussions with management, the Board of Directors of the Issuer (the “Board“), other shareholders of the Issuer and other parties regarding the business of the Issuer and the composition of the Board and management of the Issuer. Such discussions are expected to involve the events described in paragraph (d) of Item 4 of Schedule 13D, and may also involve one or more of the events referred to in paragraphs (a) through (c) and paragraphs (e) through (j) of Item 4 of Schedule 13D.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may, from time to time and at any time in the future depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Common Stock, conditions in the securities market and general economic and industry conditions, take such actions as they deem appropriate, including: (i) acquiring additional shares of Common Stock and/or other securities, or derivative or other instruments that are based upon or relate to the value of the shares of Common Stock (collectively, “Securities“) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; or (iii) engaging in any hedging or similar transactions with respect to the Securities.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b)
The aggregate percentage of the outstanding shares of Common Stock reported as beneficially owned by each Reporting Person is based upon the 29,782,810 shares of Common Stock disclosed by the Issuer as outstanding as of March 21, 2016, as reported by the Issuer in its Form DEF 14A filed with the Securities and Exchange Commission on March 31, 2016.
Each Fund is the owner of record of certain of the Subject Shares, with each Fund individually owning less than five percent of the outstanding shares of Common Stock. Bridger Management, as investment manager to the Funds, beneficially owns and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the Subject Shares, representing 11.0% of the outstanding shares of Common Stock. By virtue of Mr. Mignone’s position as the manager of Bridger Management, Mr. Mignone beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the Subject Shares, representing 11.0% of the outstanding shares of Common Stock.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that they constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and the Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
| (c) | No transactions in the Subject Shares are known to the Reporting Persons to have been effected during the past sixty (60) days. |
| (d) | No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares, except that each Fund has the right to receive dividends from, and proceeds from the sale of, the shares of Common Stock held of record by each. |
| (e) | Not applicable. |
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
| Exhibit I: | Joint Filing Agreement, dated April 5, 2016 |
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