Filing Details
- Accession Number:
- 0001654954-21-011746
- Form Type:
- 13D Filing
- Publication Date:
- 2021-11-07 19:00:00
- Filed By:
- Camber Capital Management
- Company:
- Orasure Technologies Inc (NASDAQ:OSUR)
- Filing Date:
- 2021-11-08
- 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 |
|---|---|---|---|---|---|---|
| Camber Capital Management | 0 | 4,250,000 | 0 | 4,250,000 | 4,250,000 | 5.90% |
| Stephen DuBois | 0 | 4,250,000 | 0 | 4,250,000 | 4,250,000 | 5.90% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
ORASURE TECHNOLOGIES,
INC
(Name of
Issuer)
Common stock, $0.000001 par
value
(Title of Class of
Securities)
68554V108
(CUSIP
Number)
Camber Capital
Management LP, 101 Huntington Avenue, Suite 2101, Boston, MA
02199
617-717-6600
(Name, Address and
Telephone Number of Person Authorized to
Receive Notices and
Communications)
November 08, 2021
(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. ⌧
* 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. | |
| Camber Capital
Management LP 42-1693587 | |
| | |
| 2. Check
the Appropriate Box if a Member of a Group | |
| (a)
☐ | |
| (b) X | |
| | |
| 3. SEC
Use Only | |
| 4. Source
of Funds | |
| WC | |
| 5. Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) | |
| ☐ | |
| 6. Citizenship
or Place of Organization | |
| Camber
Capital Management LP - Delaware | |
| Number
of Shares Beneficially Owned
by Each
Reporting Person
With: | 7. Sole
Voting Power |
| 0
shares | |
| | |
| 8. Shared
Voting Power | |
|
4,250,000 shares | |
| | |
| 9. Sole
Dispositive Power | |
| 0
shares | |
| | |
| 10. Shared
Dispositive Power | |
|
4,250,000 shares | |
| | |
| 11. Aggregate
Amount Beneficially Owned by Each Reporting Person | |
|
4,250,000 shares | |
| 12. Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares | |
| ☐ | |
| 13. Percent
of Class Represented by Amount in Row (11) | |
|
5.90% | |
| 14. Type
of Reporting Person | |
| IA | |
| 1. Names
of Reporting Persons. | |
| Stephen
DuBois | |
| | |
| 2. Check
the Appropriate Box if a Member of a Group | |
| (a)
☐ | |
| (b) X | |
| | |
| 3. SEC
Use Only | |
| 4. Source
of Funds | |
| WC | |
| 5. Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) | |
| ☐ | |
| 6. Citizenship
or Place of Organization | |
| Stephen
DuBois - Massachusetts | |
| Number
of Shares Beneficially Owned
by Each
Reporting Person
With: | 7. Sole
Voting Power |
| 0
shares | |
| | |
| 8. Shared
Voting Power | |
|
4,250,000
shares | |
| | |
| 9. Sole
Dispositive Power | |
| 0
shares | |
| | |
| 10. Shared
Dispositive Power | |
|
4,250,000
shares | |
| | |
| 11. Aggregate
Amount Beneficially Owned by Each Reporting Person | |
|
4,250,000
shares | |
| 12. Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares | |
| ☐ | |
| 13. Percent
of Class Represented by Amount in Row (11) | |
|
5.90% | |
| 14. Type
of Reporting Person | |
| IN,
HC | |
ITEM 1. SECURITY AND ISSUER
This statement on
Schedule 13D refers to the shares of common stock, par value
$0.000001 per common stock (the "Shares"), of ORASURE TECHNOLOGIES,
INC. (the "Company"). The Company's principal executive office is
located at 220 East First Street, Bethlehem, Pennsylvania
18015
ITEM 2. IDENTITY AND
BACKGROUND
| | (a) | Camber Capital Management LP, a Delaware
limited partnership ("Camber"), which serves as the investment
manager of two private investment funds that beneficially own the
Shares reported herein. Stephen DuBois ("Mr. DuBois") serves as
managing member of Camber. In such capacities, Camber and Mr.
DuBois (the "Reporting Persons") beneficially own the Shares
reported herein. |
| | |
| | (b) | The principal business address of each of the
Reporting Persons is 101 Huntington Avenue, Suite 2101, Boston,
Massachusetts 02199-8089. |
| | (c) | The principal business of Camber is to invest
in securities. The principal business of Mr. DuBois is the
management of investments in securities. |
| | (d) | None of the Reporting Persons has, during the
last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). |
| | (e) | None of the Reporting Persons has, during the
last five years, 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) | Camber is a limited partnership organized
under the laws of the State of Delaware. Mr. DuBois is a citizen of
the United States. |
| | | |
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
The 4,250,000
Shares to which this Schedule 13D relates were acquired for an
aggregate purchase price of $49,106,256 (an average of $11.55 per
Share) using working capital of the private investment funds
referred to above.
ITEM 4. PURPOSE OF
TRANSACTION
The Shares to which
this Schedule 13D relates were acquired based on the Reporting
Persons’ belief that such Shares represent an attractive
investment opportunity.
The
Reporting Persons believe the current trading value of the Shares
does not reflect their intrinsic value. Accordingly, the Reporting
Persons intend to review the investment in the Company on a
continuing basis and may engage in discussions with management, the
Company’s Board of Directors, other shareholders of the
Company and other relevant parties in order to enhance shareholder
value. Such discussions aimed at enhancing shareholder value may
concern, among other things, potential business combinations and
strategic alternatives, and the business, operations, governance,
management, strategy and future plans of the Company. Depending on
various factors, including, without limitation, the outcome of any
discussions reference above, the investment opportunities available
to the Reporting Persons, conditions in the securities markets, and
economic and industry conditions, the Reporting Persons may in the
future take such actions with respect to the investment in the
Company as the Reporting Persons deem appropriate.
Except as set forth
above, the Reporting Persons have no present plan or proposal that
would relate to or result in any of the matters set forth in
subparagraphs (a)-(j) of Item 4 of Schedule D.
The Reporting
Persons review their holdings in the Company on a continuing basis
and as part of this ongoing review, evaluate various alternatives
that are or may be available with respect to the securities of the
Company. The Reporting Persons may from time to time and at any
time, in their sole discretion, purchase additional equity or debt
securities or other instruments of the Company or dispose of such
equity or debt securities or other investments, in any amount that
the Reporting Persons may determine in their sole discretion,
through open market transactions, privately negotiated transactions
or otherwise.
ITEM 5. INTEREST IN SECURITIES OF THE
ISSUER
| | (a) | The Reporting Persons beneficially own
4,250,000 Shares of the Company in the aggregate, representing
approximately 5.90% of such class of securities. The percentage of
the Shares beneficially owned by the Reporting Persons is based on
a total of 72,038,439 Shares of the Company outstanding as of
November 1, 2021, as reported in the Company's Form 10-Q for the
quarterly period ended September 30, 2021 filed with the Securities
and Exchange Commission on November 4, 2021 |
| | (b) | Camber has the power to dispose of and the
power to vote the Shares beneficially owned by the Reporting
Persons, which power may be exercised by its managing member, Mr.
DuBois. By reason of the provisions of Rule 13d-3 of the Securities
Exchange Act of 1934 (the "Act"), Mr. DuBois may be deemed to
beneficially own the Shares held by the Reporting
Persons. |
| | (c) | None of the
Reporting Persons nor, to the knowledge of the Reporting Persons,
any person identified in response to Item 2, has effected any
transactions in the Shares during the preceding 60
days |
(d)
Of the Shares reported herein, 4,221,726 Shares are held for the
account of Camber Capital Master Fund, L.P.
(e)
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
Other than the
Joint Filing Agreement attached as Exhibit 1 hereto, there are no
contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 hereof and between
such persons and any person with respect to any securities of the
Company, including but not limited to transfer or voting of any
other securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits,
divisions of profits or loss, or the giving or withholding of
proxies.
ITEM 7. MATERIAL TO BE FILED AS
EXHIBITS
Exhibit 1:
Joint
Filing Statement as required by Rule 13d(1)(k)(l) under the
Act.
SIGNATURE
After reasonable
inquiry and to the best of my knowledge and belief, each of the
undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: November 08,
2021
Camber Capital
Management LP
By: /s/ Sean
George
Sean
George
Chief Financial
Officer
Stephen
DuBois
By: /s/ Stephen
DuBois
Stephen DuBois,
individually