Filing Details
- Accession Number:
- 0001013594-19-000185
- Form Type:
- 13G Filing
- Publication Date:
- 2019-02-14 17:04:02
- Filed By:
- Whitefort Capital Master Fund, Lp
- Company:
- Novelion Therapeutics Inc. (NASDAQ:NVLN)
- Filing Date:
- 2019-02-14
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Whitefort Capital Master Fund | 0 | 0 | 0 | 0 | 0 | 0% |
| Whitefort Capital Management | 0 | 0 | 0 | 0 | 0 | 0% |
| David Salanic | 0 | 0 | 0 | 0 | 0 | 0% |
| Joseph Kaplan | 0 | 0 | 0 | 0 | 0 | 0% |
Filing
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.1 )*
(Amendment No.1 )*
Novelion Therapeutics Inc.
(Name of Issuer)
Common shares, without par value
(Title of Class of Securities)
67001K202
(CUSIP Number)
December 31, 2018
(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)
[x] 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 disclosures provided in a prior cover page.
The information required on 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).
| 1. | NAMES OF REPORTING PERSONS |
| Whitefort Capital Master Fund, LP | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) [x] | |
| (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 |
| 0 | |
| 6. | SHARED VOTING POWER |
| 0 | |
| 7. | SOLE DISPOSITIVE POWER |
| 0 | |
| 8. | SHARED DISPOSITIVE POWER |
| 0 | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 0 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 0% | |
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| PN | |
| 1. | NAMES OF REPORTING PERSONS |
| Whitefort Capital Management, LP | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) [x] | |
| (b) [ ] | |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
| 5. | SOLE VOTING POWER |
| 0 | |
| 6. | SHARED VOTING POWER |
| 0 | |
| 7. | SOLE DISPOSITIVE POWER |
| 0 | |
| 8. | SHARED DISPOSITIVE POWER |
| 0 | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 0 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 0% | |
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| PN, IA | |
| 1. | NAMES OF REPORTING PERSONS |
| David Salanic | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) [x] | |
| (b) [ ] | |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| France | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
| 5. | SOLE VOTING POWER |
| 0 | |
| 6. | SHARED VOTING POWER |
| 0 | |
| 7. | SOLE DISPOSITIVE POWER |
| 0 | |
| 8. | SHARED DISPOSITIVE POWER |
| 0 | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 0 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 0% | |
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| IN, HC | |
| 1. | NAMES OF REPORTING PERSONS |
| Joseph Kaplan | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) [x] | |
| (b) [ ] | |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
| 5. | SOLE VOTING POWER |
| 0 | |
| 6. | SHARED VOTING POWER |
| 0 | |
| 7. | SOLE DISPOSITIVE POWER |
| 0 | |
| 8. | SHARED DISPOSITIVE POWER |
| 0 | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 0 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 0% | |
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| IN, HC | |
This Schedule 13G reflects the beneficial ownership of the Reporting Persons (as defined below) as of December 31, 2018.
| Item 1(a). | Name of Issuer: |
Novelion Therapeutics Inc. (“Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
c/o Norton Rose Fulbright
1800-510 West Georgia Street
Vancouver, BC V6B 0M3 Canada
1800-510 West Georgia Street
Vancouver, BC V6B 0M3 Canada
| Item 2(a). | Name of Persons Filing: |
The names of the persons filing this statement on Schedule 13G are (collectively, the “Reporting
Persons”):
| · | Whitefort Capital Master Fund, LP, a Cayman Islands exempted limited partnership (the “Master Fund”); |
| · | Whitefort Capital Management, LP, a Delaware limited partnership (“Whitefort Management”); |
| · | David Salanic, a French citizen (“Mr. Salanic”); and |
| · | Joseph Kaplan, a United States citizen (“Mr. Kaplan”). |
Whitefort Management acts as the investment manager of the Master Fund. Each of Mr. Salanic and Mr.
Kaplan is a Co-Managing Partner of Whitefort Management.
By virtue of these relationships, each of Whitefort Management, Mr. Salanic and Mr. Kaplan may be
deemed to have voting and dispositive power with respect to the shares of Common Stock (as defined below) owned by the Master Fund.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The principal business address of each of the Reporting Persons is 780 Third Avenue, 26th
Floor, New York, New York 10017.
| Item 2(c). | Citizenship: |
Mr. Salanic is a citizen of France.
Mr. Kaplan is a citizen of the United States.
The Master Fund is an exempted limited partnership formed under the laws of the Cayman Islands.
Whitefort Management is a limited partnership formed under the laws of the State of Delaware.
| Item 2(d). | Title of Class of Securities: |
Common shares, without par value (the “Common Stock”)
| Item 2(e). | CUSIP Number: |
67001K202
| 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 defined in Section 3(a)(19) of the Exchange Act. | |
| (d) | [ ] | Investment company registered under Section 8 of the Investment Company Act. | |
| (e) | [ ] | Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). | |
| (f) | [ ] | Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). | |
| (g) | [ ] | Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). | |
| (h) | [ ] | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. | |
| (i) | [ ] | Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | |
| (j) | [ ] | Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J). | |
| (k) | [ ] | Group, in accordance with Rule 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.
| (a) | Amount beneficially owned: |
As of the close of business on December 31, 2018,
| (i) | The Master Fund owned 0 shares of Common Stock; |
| (ii) | Whitefort Management, as the investment manager of the Master Fund, may be deemed to have beneficially owned the 0 shares of Common
Stock owned by the Master Fund; |
| (iii) | Mr. Salanic, as a Co-Managing Partner of Whitefort Management, may be deemed to have beneficially owned the 0 shares of Common
Stock owned the Master Fund. |
| (iv) | Mr. Kaplan, as a Co-Managing Partner of Whitefort Management, may be deemed to have beneficially owned the 0 shares of Common Stock
owned by the Master Fund. |
| (b) | Percent of Class: |
The percentage of Common Stock reported owned by each person named herein is based upon 18,932,230
shares of Common Stock outstanding as of November 5, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2018. As of the close of business on December 31, 2018, each of
the Reporting Persons may be deemed to beneficially own 0% of the outstanding shares of Common Stock1.
1 As of February 14, 2019, the Reporting Persons may be deemed to beneficially own 1,582,341 shares of Common
Stock, representing 8.4% of the outstanding shares of the Issuer.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
See Cover Pages Items 5-8.
| (ii) | Shared power to vote or to direct the vote: |
See Cover Pages Items 5-8.
| (iii) | Sole power to dispose or to direct the disposition: |
See Cover Pages Items 5-8.
| (iv) | Shared power to dispose or to direct the disposition: |
See Cover Pages Items 5-8.
| 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 Persons
have 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. |
Not applicable.
| 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.
| Item 8. | Identification and Classification of Members of the Group. |
See Exhibit A to the Schedule 13G filed by the Reporting Persons on August 23, 2018.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
By signing below each of the undersigned certifies that, to the best of his or its knowledge and
belief, the securities referred to above 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.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned
certifies that the information with respect to it set forth in this statement is true, complete, and correct.
| Dated: | February 14, 2019 |
WHITEFORT CAPITAL MASTER FUND, LP
By: Whitefort Capital GP, LLC, its general partner
By: /s/ David Salanic
David Salanic, Co-Managing Partner
By: /s/ Joseph Kaplan
Joseph Kaplan, Co-Managing Partner
WHITEFORT CAPITAL MANAGEMENT, LP
By: /s/ David Salanic
David Salanic, Co-Managing Partner
By: /s/ Joseph Kaplan
Joseph Kaplan, Co-Managing Partner
/s/ David Salanic
DAVID SALANIC
DAVID SALANIC
/s/ Joseph Kaplan
JOSEPH KAPLAN