Page 6 of 8 – SEC Filing CUSIP
No. 92529L102 13G/A Page
6 of 8 Pages
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: Perceptive
Advisors LLC and Joseph Edelman beneficially own 4,028,685
shares of Common Stock, 3,871,286 of which are held by Perceptive Life Sciences
Master Fund Ltd, a private investment fund (the “Fund”) to which Perceptive
Advisors LLC serves as the investment manager, and 157,399 of which are held in a trading
account (the “Account”) to which Perceptive Advisors LLC serves as the investment
manager. Mr. Edelman is the managing member of Perceptive Advisors LLC.
(b) Percent
of class: Perceptive Advisors
LLC’s and Joseph Edelman’s beneficial ownership of 13.63%, and Perceptive Life Sciences Master Fund Ltd’s beneficial
ownership of 13.1%, is based on the sum of 29,541,214 shares of Common Stock as reflected on the Issuer’s 10Q filed with
the SEC on August 3, 2016.
(c) Number
of shares as to which the person has:
Perceptive
Advisors LLC and Joseph Edelman
(i) Sole
power to vote or to direct the vote: 0 (ii) Shared
power to vote or to direct the vote: 4,028,685 (iii) Sole
power to dispose or to direct the disposition of: 0 (iv) Shared
power to dispose or to direct the disposition of: 4,028,685
Perceptive Life Sciences Master Fund Ltd: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 3,871,286 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 3,871,286
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: o.
Item 6. Ownership
of More Than Five Percent on Behalf of Another Person.
The
Fund and the Account described in Item 4 have the right to receive or the power to direct the receipt of dividends from, or the
proceeds from, the sale of the securities held in its account. Filing of this statement by the Reporting Persons shall not be
deemed an admission that they beneficially own the securities reported herein. The Reporting Persons expressly disclaim beneficial
ownership of all securities reported herein.
Item 7. Identification
and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not
applicable.
| CUSIP No. 92529L102 | 13G/A | Page 6 of 8 Pages |
| 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: | Perceptive | |
| (b) | Percent of class: | Perceptive Advisors | |
| (c) | Number
Perceptive | ||
| (i) | Sole power to vote or to direct the vote: | 0 | |
| (ii) | Shared power to vote or to direct the vote: | 4,028,685 | |
| (iii) | Sole power to dispose or to direct the disposition of: | 0 | |
| (iv) | Shared power to dispose or to direct the disposition of: | 4,028,685 |
| Perceptive Life Sciences Master Fund Ltd: | |||
| (i) | Sole power to vote or to direct the vote: | 0 | |
| (ii) | Shared power to vote or to direct the vote: | 3,871,286 | |
| (iii) | Sole power to dispose or to direct the disposition of: | 0 | |
| (iv) | Shared power to dispose or to direct the disposition of: | 3,871,286 | |
| 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: o.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
The
Fund and the Account described in Item 4 have the right to receive or the power to direct the receipt of dividends from, or the
proceeds from, the sale of the securities held in its account. Filing of this statement by the Reporting Persons shall not be
deemed an admission that they beneficially own the securities reported herein. The Reporting Persons expressly disclaim beneficial
ownership of all securities reported herein.
| Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not
applicable.
