Filing Details
- Accession Number:
- 0001193125-19-294020
- Form Type:
- 13D Filing
- Publication Date:
- 2019-11-18 12:41:13
- Filed By:
- Rpi Finance Trust
- Company:
- Epizyme Inc. (NASDAQ:EPZM)
- Filing Date:
- 2019-11-18
- SEC Url:
- 13D Filing
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 |
|---|---|---|---|---|---|---|
| RP Management | 0 | 9,166,667 | 0 | 9,166,667 | 9,166,667 | 9.1% |
| RPI Finance Trust | 0 | 9,166,667 | 0 | 9,166,667 | 9,166,667 | 9.1% |
| Pablo G. Legorreta | 0 | 9,166,667 | 0 | 9,166,667 | 9,166,667 | 9.1% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Epizyme, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
29428V104
(CUSIP Number)
George Lloyd, Esq.
RP Management, LLC, 110 E. 59th Street, 33rd Floor
New York, NY 10022
(212) 883-2280
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 6, 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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
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 to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons 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 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RP Management, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
New York | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
9,166,667 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
9,166,667 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,166,667 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1% | |||||
| 14 | TYPE OF REPORTING PERSON
HC, IA | |||||
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RPI Finance Trust | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
New York | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
9,166,667 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
9,166,667 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,166,667 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1% | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pablo G. Legorreta | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
The United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
9,166,667 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
9,166,667 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,166,667 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1% | |||||
| 14 | TYPE OF REPORTING PERSON
HC, IN | |||||
Item 1. Security and Issuer
This statement on Schedule 13D relates to the Common Stock, $0.0001 par value (the Common Stock) of Epizyme, Inc., a Delaware corporation (the Issuer). The principal executive offices of the Issuer are located at 400 Technology Square, Cambridge, MA 02139.
Item 2. Identity and Background
| (a) | This statement on Schedule 13D is being jointly filed by RP Management, LLC (RP Management), RPI Finance Trust (RPIFT), and Pablo G. Legorreta (collectively, the Reporting Persons). The Reporting Persons are filing jointly, and the agreement among them to file jointly is attached hereto as Exhibit A and incorporated herein by reference. The execution and filing of such joint filing agreement shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group. |
| (b) | The address of the principal business and principal office of each of the Reporting Persons is c/o RP Management, LLC, 110 E. 59th Street, 33rd Floor, New York, NY 10022. |
| (c) | The principal business of RP Management is to act as the manager of RPIFT and investment vehicles that invest in RPIFT. The principal business of RPIFT is to invest in pharmaceutical, biopharmaceutical, medical and/or healthcare assets, including royalties, and equity, debt and hybrid securities of companies in the pharmaceutical, biopharmaceutical, medical and/or healthcare industries, as an investment vehicle managed by RP Management. Mr. Legorreta is the chief executive officer, beneficial owner and sole manager of RP Management. Mr. Legorreta and RP Management may be deemed to have beneficial ownership under Section 13 of the Securities Exchange Act of 1934 (the Exchange Act), as amended, of the securities beneficially owned by RPIFT. Pursuant to Exchange Act Rule 13d-4, RP Management and Mr. Legorreta declare that the filing of this statement on Schedule 13D shall not be deemed an admission by either or both of them that they are, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this statement on Schedule 13D. |
| (d) | None of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years. |
| (e) | None of the Reporting Persons have been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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 during the last five years. |
| (f) | RP Management is a Delaware limited liability company, RPIFT is a Delaware statutory trust and Mr. Legorreta is a citizen of the United States of America. |
Item 3. Source and Amount of Funds or Other Consideration
On November 6, 2019, RPIFT acquired 6,666,667 shares of Common Stock (the Shares) and a three-year warrant to purchase 2,500,000 shares of Common Stock (the Warrant and together with the Shares, the Securities) in a private placement pursuant to that certain Purchase Agreement, dated November 4, 2019, by and between RPIFT and the Issuer (the Purchase Agreement). The aggregate purchase price paid by RPIFT to the Issuer for the Securities and other assets acquired pursuant to the Purchase Agreement was $100,000,000. The source of funds for the purchase of the Securities is the working capital of RPIFT. Additionally, pursuant to the Purchase Agreement, the Issuer has the option to sell an additional $50 million of Common Stock to Royalty Pharma until May 6, 2021 at a maximum price of $20.00 per share, provided that the ten-day volume-weighted average trading price of the Common Stock for the ten consecutive trading days immediately preceding the date on which the Issuer exercises such right must be greater than $8.00 per share.
Item 4. Purpose of Transaction
RPIFT acquired the Securities for investment purposes. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and expect to engage in discussions with management and the board of directors of the Issuer concerning the business, operations, governance, strategy, capitalization, ownership and future plans of the Issuer. The Reporting Person may change its plans or proposals in the future. Depending on various factors including, without limitation, the Issuers financial position, strategic direction, business and prospects, anticipated future developments, existing and anticipated market conditions from time to time, actions taken by the management and board of directors of the Issuer, price levels of the Common Stock, general economic conditions and regulatory matters, the Reporting Persons may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, purchasing additional Common Stock or other securities of the Issuer, exercising the Warrant in whole or in part, selling some or all of their Common Stock or engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, to the extent permitted under applicable law. Any such transactions, if they occur at all, may take place at any time and without prior notice. Additionally, in connection with the acquisition of the Securities by RPIFT, the Issuer increased the size of its board of directors by one and appointed Mr. Legorreta, designated by RPIFT, to serve as a Class III member of its board of directors.
Except for the foregoing, the Reporting Persons do not have, as of the date of this filing, any plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to change their intention with respect to any or all of the matters referred to in this Item 4.
Item 5. Interest in Securities of the Issuer
| (a) | The responses to Items 7-13 of the cover pages of this Schedule 13D are incorporated by reference herein. The percentage of the Issuers Common Stock beneficially owned by the Reporting Persons is based on 91,073,942 shares of Common Stock outstanding as of October 31, 2019, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed with the Securities and Exchange Commission on October 31, 2019, the shares of Common Stock subject to the Warrant, and the Shares beneficially owned by the Reporting Person. As described in Item 3, 2,500,000 shares of the Issuers Common Stock are subject to the Warrant. |
| (b) | The responses to Items 7-13 of the cover pages of this Schedule 13D are incorporated by reference herein. The percentage of the Issuers Common Stock beneficially owned by the Reporting Persons is based on 91,073,942 shares of Common Stock outstanding as of October 31, 2019, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed with the Securities and Exchange Commission on October 31, 2019. |
| (c) | In connection with his appointment to the board of directors of the Issuer, on November 6, 2019, Mr. Legorreta was granted an option to purchase 34,408 shares of the Issuers common stock at a price of $13.51 per share. This option vests as to 25% of the shares on the first anniversary of the grant date and as to an additional 2.0833% of the shares at the end of each successive month following the first anniversary of the grant date until the fourth anniversary of the grant date. Any exercise of the stock option, when vested, or sale of the shares issuable upon exercise shall be at the direction of RP Management and the proceeds of the sale of the shares issuable upon exercise shall be delivered to RP Management. The proceeds of the sale of the shares issuable under the stock option will be offset against the management fee payable to RP Management by certain indirect owners of RPIFT, all of which are managed by RP Management. |
| (d) | Except as set forth in this Schedule 13D, to the knowledge of the Reporting Persons, no person had the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Shares covered by this Schedule 13D. |
| (e) | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except as otherwise set forth in this Schedule 13D, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any Shares. The response to Item 5(c) of this Schedule 13D and the description of the Warrant set forth in Item 3 of this Schedule 13D are incorporated by reference herein.
Item 7. Material to Be Filed as Exhibits
A. Joint Filing Agreement of the Reporting Persons
B. Warrant
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.
| RP Management, LLC | ||||||
| November 18, 2019 | By: | /s/ Pablo G. Legorreta | ||||
| Chief Executive Officer | ||||||
| RPI Finance Trust | ||||||
| November 18, 2019 | By:
By: | RP Management, LLC, its Administrator
/s/ Pablo G. Legorreta | ||||
| Chief Executive Officer | ||||||
| Pablo G. Legorreta | ||||||
| November 18, 2019 | By: | /s/ Pablo G. Legorreta | ||||
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 representatives 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.
Footnotes:
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)