Filing Details
- Accession Number:
- 0001013594-19-000315
- Form Type:
- 13D Filing
- Publication Date:
- 2019-04-02 17:12:10
- Filed By:
- Whitefort Capital Master Fund, Lp
- Company:
- Novelion Therapeutics Inc. (NASDAQ:NVLN)
- Filing Date:
- 2019-04-02
- SEC Url:
- 13D 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 | 1,582,341 | 0 | 1,582,341 | 1,582,341 | 8.3% |
| Whitefort Capital Management | 0 | 1,582,341 | 0 | 1,582,341 | 1,582,341 | 8.3% |
| David Salanic | 0 | 1,582,341 | 0 | 1,582,341 | 1,582,341 | 8.3% |
| Joseph Kaplan | 0 | 1,582,341 | 0 | 1,582,341 | 1,582,341 | 8.3% |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE
13d-2(a)
(Amendment No. 1)*
Novelion Therapeutics Inc.
(Name of Issuer)
Common shares, without par value
(Title of Class of Securities)
67001K202
(CUSIP Number)
Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
(212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 2, 2019
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X].
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 to whom copies are to be sent.
* 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).
CUSIP No. 67001K202
| 1 | NAMES OF REPORTING PERSONS Whitefort Capital Master Fund, LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions) (a) ☐ (b) ☐ | |||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS (see Instructions) WC | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,582,341 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,582,341 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,582,341 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) ☐ | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3% | |||
| 14 | TYPE OF REPORTING PERSON (see Instructions) PN | |||
CUSIP No. 67001K202
| 1 | NAMES OF REPORTING PERSONS Whitefort Capital Management, LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions) (a) ☐ (b) ☐ | |||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS (see Instructions) WC | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,582,341 | |||
| 0 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,582,341 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,582,341 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) ☐ | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3% | |||
| 14 | TYPE OF REPORTING PERSON (see Instructions) PN, IA | |||
CUSIP No. 67001K202
| 1 | NAMES OF REPORTING PERSONS David Salanic | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions) (a) ☐ (b) ☐ | |||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS (see Instructions) AF | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION France | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,582,341 | |||
| 0 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,582,341 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,582,341 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) ☐ | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3% | |||
| 14 | TYPE OF REPORTING PERSON (see Instructions) IN, HC | |||
CUSIP No. 67001K202
| 1 | NAMES OF REPORTING PERSONS Joseph Kaplan | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions) (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (see Instructions) AF | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 1,582,341 | ||
| 0 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 1,582,341 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,582,341 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3% | ||
| 14 | TYPE OF REPORTING PERSON (see Instructions) IN, HC | ||
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (this
“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended to add the following:
On April 2, 2019, the Reporting Persons delivered a letter (the “Board Letter”) to the Board of Directors of the Issuer
(the “Board”) expressing their concerns over a potential restructuring of Aegerion Pharmaceuticals, Inc., a wholly owned subsidiary of the Issuer (“Aegerion”). The Board Letter detailed the history of the Issuer and Aegerion’s relationship and
identified key issues that should be addressed in a potential restructuring. The foregoing description of the Board Letter is qualified in its entirety by reference to the Board Letter, which is attached hereto as an exhibit and incorporated herein
by reference.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Schedule 13D is amended by adding the following:
| Exhibit 99.2 – | Letter dated April 2, 2019, from Whitefort Capital Management, LP to the Board of Directors of Novelion Therapeutics Inc. |
After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information
with respect to it set forth in this statement is true, complete and correct.
Dated: April 2, 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