Filing Details
- Accession Number:
- 0001193125-17-047363
- Form Type:
- 13D Filing
- Publication Date:
- 2017-02-17 07:56:02
- Filed By:
- Ally Bridge Lb Healthcare Master Fund Ltd
- Company:
- Sciclone Pharmaceuticals Inc (NASDAQ:SCLN)
- Filing Date:
- 2017-02-17
- 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 |
---|---|---|---|---|---|---|
Ally Bridge LB Healthcare Master Fund Limited | 0 | 678,077 | 0 | 678,077 | 678,077 | 1.3% |
Ally Bridge LB Management Limited | 0 | 678,077 | 0 | 678,077 | 678,077 | 1.3% |
ABG Management Limited | 0 | 678,077 | 0 | 678,077 | 678,077 | 1.3% |
Fan Yu | 0 | 678,077 | 0 | 678,077 | 678,077 | 1.3% |
Bin Li | 0 | 678,077 | 0 | 678,077 | 678,077 | 1.3% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
SCICLONE PHARMACEUTICALS, INC.
(Name of Issuer)
Common Stock, par value US$0.001 per share
(Title of Class of Securities)
80862K104
(CUSIP Number)
Fan Yu
Ally Bridge LB Management Limited
Unit 3002-3004, 30th Floor
Gloucester Tower, The Landmark
15 Queens Road Central
Hong Kong
With a copy to:
Michael G. DeSombre
Sullivan & Cromwell
28th Floor
Nine Queens Road Central
Hong Kong
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 17, 2017
(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 Sections 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 Section 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 (the Exchange Act) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
CUSIP No. 80862K104 | Page 2 of 9 |
1. | Names of Reporting Persons
Ally Bridge LB Healthcare Master Fund Limited | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
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
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
678,077(1) | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
678,077(1) | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
678,077(1) | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
13. | Percent of Class Represented by Amount in Row (11)
1.3%(2) | |||||
14. | Type of Reporting Person (See Instructions)
CO |
(1) | Includes 678,077 shares of Common Stock held by Ally Bridge LB Healthcare Master Fund Limited. |
(2) | Calculated based on 51,053,583 shares of Common Stock issued and outstanding as of November 2, 2016, as reported in the Issuers quarterly report on Form 10-Q for the quarterly period ended September 30, 2016 filed with the Securities and Exchange Commission (the SEC) on November 9, 2016. |
CUSIP No. 80862K104 | Page 3 of 9 |
1. | Names of Reporting Persons
Ally Bridge LB Management Limited | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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
678,077(1) | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
678,077(1) | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
678,077(1) | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
13. | Percent of Class Represented by Amount in Row (11)
1.3%(2) | |||||
14. | Type of Reporting Person (See Instructions)
CO |
(1) | Includes 678,077 shares of Common Stock held by Ally Bridge LB Healthcare Master Fund Limited. Ally Bridge LB Management Limited holds the sole voting share of Ally Bridge LB Healthcare Master Fund Limited. |
(2) | Calculated based on 51,053,583 shares of Common Stock issued and outstanding as of November 2, 2016, as reported in the Issuers quarterly report on Form 10-Q for the quarterly period ended September 30, 2016 filed with the SEC on November 9, 2016. |
CUSIP No. 80862K104 | Page 4 of 9 |
1. | Names of Reporting Persons
ABG Management Limited | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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
678,077(1) | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
678,077(1) | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
678,077(1) | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
13. | Percent of Class Represented by Amount in Row (11)
1.3%(2) | |||||
14. | Type of Reporting Person (See Instructions)
CO |
(1) | Includes 678,077 shares of Common Stock held by Ally Bridge LB Healthcare Master Fund Limited. Ally Bridge LB Management Limited holds the sole voting share of Ally Bridge LB Healthcare Master Fund Limited. Fan Yu is a director and shareholder of Ally Bridge LB Management Limited and ABG Management Limited. |
(2) | Calculated based on 51,053,583 shares of Common Stock issued and outstanding as of November 2, 2016, as reported in the Issuers quarterly report on Form 10-Q for the quarterly period ended September 30, 2016 filed with the SEC on November 9, 2016. |
CUSIP No. 80862K104 | Page 5 of 9 |
1. | Names of Reporting Persons
Fan Yu | |||||
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)
PF; OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
6. | Citizenship or Place of Organization
Hong Kong | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
678,077(1) | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
678,077(1) | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
678,077 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
13. | Percent of Class Represented by Amount in Row (11)
1.3%(2) | |||||
14. | Type of Reporting Person (See Instructions)
IN |
(1) | Includes 678,077 shares of Common Stock held by Ally Bridge LB Healthcare Master Fund Limited. Mr. Yu is a director and shareholder of Ally Bridge LB Management Limited, which holds the sole voting share of Ally Bridge LB Healthcare Master Fund Limited. |
(2) | Calculated based on 51,053,583 shares of Common Stock issued and outstanding as of November 2, 2016, as reported in the Issuers quarterly report on Form 10-Q for the quarterly period ended September 30, 2016 filed with the SEC on November 9, 2016. |
CUSIP No. 80862K104 | Page 6 of 9 |
1. | Names of Reporting Persons
Bin Li | |||||
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)
OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
6. | Citizenship or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
678,077(1) | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
678,077(1) | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
678,077(1) | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
13. | Percent of Class Represented by Amount in Row (11)
1.3%(2) | |||||
14. | Type of Reporting Person (See Instructions)
IN |
(1) | Includes 678,077 shares of Common Stock held by Ally Bridge LB Healthcare Master Fund Limited. Mr. Li is a director and shareholder of Ally Bridge LB Management Limited, which holds the sole voting share of Ally Bridge LB Healthcare Master Fund Limited. |
(2) | Calculated based on 51,053,583 shares of Common Stock issued and outstanding as of November 2, 2016, as reported in the Issuers quarterly report on Form 10-Q for the quarterly period ended September 30, 2016 filed with the SEC on November 9, 2016. |
CUSIP No. 80862K104 | Page 7 of 9 |
INTRODUCTORY NOTE
This amendment No. 2 to the statement on Schedule 13D (this Amendment No. 2) relates to the common stock, par value $0.001 each (the Common Stock), issued by SciClone Pharmaceuticals, Inc., a Delaware Corporation (the Issuer). This Amendment No. 2 is being filed jointly by (i) Ally Bridge LB Healthcare Master Fund Limited, a limited company incorporated under the laws of the Cayman Islands, (ii) Ally Bridge LB Management Limited, a limited company incorporated under the laws of the Cayman Islands, (iii) ABG Management Limited, a limited company incorporated under the laws of the Cayman Islands, (iv) Mr. Fan Yu, a director and executive officer of Ally Bridge LB Healthcare Master Fund Limited and Ally Bridge LB Management Limited and (v) Mr. Bin Li, a director and executive officer of Ally Bridge LB Healthcare Master Fund Limited and Ally Bridge LB Management Limited (Ally Bridge LB Healthcare Master Fund Limited, Ally Bridge LB Management Limited, ABG Management Limited, Mr. Yu and Mr. Li collectively being referred to as the Reporting Persons) pursuant to their Joint Filing Agreement dated as of February 22, 2016, filed with the Schedule 13D on February 22, 2016 on behalf of the Reporting Persons with the SEC as Exhibit 7.01 and incorporated herein by reference.
This Amendment No. 2 amends and supplements the statement on the Schedule 13D filed on February 22, 2016 and November 14, 2016, respectively (the Schedule 13D), on behalf of the Reporting Persons with the SEC. This Amendment No. 2 is the final amendment to the Schedule 13D and is an exit filing for the Reporting Persons. Except as provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not defined herein have the meanings assigned to them in the Schedule 13D.
ITEM 4. | PURPOSE OF TRANSACTION |
Item 4 of the Schedule 13D is hereby supplemented as follows:
On February 17, 2017, ABG Management Limited delivered a notice to the other members of the Consortium (Termination Notice) to withdraw from the Consortium, and the Consortium Agreement was thereby terminated with respect to ABG Management Limited. The summary of the Termination Notice in this Amendment No. 2 is not intended to be complete and is qualified in its entirety by reference to the full text of the Termination Notice, a copy of which is attached hereto as Exhibit 7.04. As a result, the Reporting Persons are no longer party to any agreement, arrangement or understanding with respect to securities of the Issuer that might deem them to be in a group for purposes of Section 13(d) of the Exchange Act. The Reporting Persons together do not beneficially own more than 5% of the outstanding shares of Common Stock.
ITEM 5. | PURPOSE OF TRANSACTION |
Item 5 of the Schedule 13D is hereby supplemented as follows:
(a) As described in Item 4 of this Amendment No. 2, the Consortium Agreement has been terminated with respect to ABG Management Limited. As a result, the Reporting Persons shall no longer be deemed to be a group with holders that together beneficially own more than 5% of the outstanding shares of Common Stock.
CUSIP No. 80862K104 | Page 8 of 9 |
ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
Item 6 of the Schedule 13D is hereby supplemented as follows:
The description of the Termination Notice under Item 4 is incorporated herein by reference.
ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS. |
Item 7 of the Schedule 13D is hereby supplemented as follows:
Exhibit 7.04 | Termination Notice dated as of February 17, 2017. |
CUSIP No. 80862K104 | Page 9 of 9 |
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.
Date: February 17, 2017
Ally Bridge LB Healthcare Master Fund Limited | ||
By: | /s/ Bin Li | |
Name: Bin Li | ||
Title: Director | ||
Ally Bridge LB Management Limited | ||
By: | /s/ Bin Li | |
Name: Bin Li | ||
Title: Director | ||
ABG Management Limited | ||
By: | /s/ Fan Yu | |
Name: Fan Yu | ||
Title: Director | ||
Fan Yu | ||
/s/ Fan Yu | ||
Bin Li | ||
/s/ Bin Li |