Filing Details
- Accession Number:
- 0000941560-17-000006
- Form Type:
- 13D Filing
- Publication Date:
- 2017-02-28 12:34:15
- Filed By:
- Gardner Lewis Asset Management L P
- Company:
- Derma Sciences Inc. (NASDAQ:DSCI)
- Filing Date:
- 2017-02-28
- 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 |
|---|---|---|---|---|---|---|
| Gardner Lewis Asset Management | 0 | 0 | 010 | 011 | 012 | 014. Type of Reporting PersonIA CUSIP No. 249827502 Page 3 of 8 1. Names of Reporting Persons Gardner Lewis Asset Management, Inc. 2. Check the Appropriate Box if a Member of a Group(a) o(b) o 3. SEC Use Only4. Source of Funds OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)o6. Citizenship or Place of OrganizationDelaware Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power08. Shared Voting Power09. Sole Dispositive Power010. Shared Dispositive Power011. Aggregate Amount Beneficially Owned by Each Reporting Person012. Check if the Aggregate Amount in Row (11) Excludes Certain Shareso13. Percent of Class Represented by Amount in Row (11)014. Type of Reporting PersonCO CUSIP No. 249827502 Page 4 of 8 1. Names of Reporting Persons. Gardner Lewis Merger Arbitrage Fund, L.P. 2. Check the Appropriate Box if a Member of a Group(a) o(b) o 3. SEC Use Only4. Source of Funds OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)o6. Citizenship or Place of OrganizationDelaware Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power08. Shared Voting Power09. Sole Dispositive Power010. Shared Dispositive Power011. Aggregate Amount Beneficially Owned by Each Reporting Person012. Check if the Aggregate Amount in Row (11) Excludes Certain Shareso13. Percent of Class Represented by Amount in Row (11)014. Type of Reporting PersonPN CUSIP No. 249827502 Page 5 of 8 1. Names of Reporting Persons. Gardner Lewis Partners, LLC 2. Check the Appropriate Box if a Member of a Group(a) o(b) o 3. SEC Use Only4. Source of Funds WC 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)o6. Citizenship or Place of OrganizationPennsylvania Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power08. Shared Voting Power09. Sole Dispositive Power010. Shared Dispositive Power011. Aggregate Amount Beneficially Owned by Each Reporting Person012. Check if the Aggregate Amount in Row (11) Excludes Certain Shareso13. Percent of Class Represented by Amount in Row (11)014. Type of Reporting PersonOO CUSIP No. 249827502 Page 6 of 8 ITEM 1. SECURITY AND ISSUER This Amendment No. 1 (the Amendment ) relates to the Statement of Beneficial Ownership on Schedule 13D filed with respect to the common stock, 0.01 par value (the Common Stock ), of Derma Sciences, Inc. (the Issuer ), which was originally filed on January 23, 2017 (this Schedule 13D ). Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION Item 4 of this Schedule 13D is amended and supplemented by the addition of the following Pursuant to the Offer to Purchase, dated January 25, 2017, from Integra Derma, Inc., a Delaware corporation (the Purchaser ) and an indirect wholly-owned subsidiary of Integra LifeSciences Holdings Corporation, a Delaware corporation ( Parent ), to purchase all the outstanding shares of Common Stock (the Tender Offer ), on February 22, 2017, the Reporting Persons tendered all of the shares of Common Stock beneficially owned by them as reported on this Schedule 13D and such shares were accepted by the Purchaser on February 22, 2017. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As a result of the Tender Offer, the Reporting Persons no longer have any beneficial ownership in the Common Stock. (c) The disclosure contained in Item 4 of this Amendment No. 1 is incorporated herein by reference. (d)The Reporting Persons ceased to be beneficial owners of 5% |
| Gardner Lewis Asset Management, Inc | 0 | 0 | 010 | 011 | 012 | |
| Gardner Lewis Merger Arbitrage Fund | 0 | 0 | 010 | 011 | 012 | |
| Gardner Lewis Partners | 0 | 0 | 010 | 011 | 012 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Derma Sciences, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
249827502
(CUSIP Number)
Gardner Lewis Asset Management, L.P.
Attn: Len Sorgini, Chief Compliance Officer
285 Wilmington West Chester Pike, Chadds Ford, PA 19317
(610)558-2800
Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 22, 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 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. o
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 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. 249827502 Page 2 of 8
| 1. Names of Reporting Persons | |
| Gardner Lewis Asset Management, L.P. | |
| 2. Check the Appropriate Box if a Member of a Group | |
| (a) o | |
| (b) o | |
| 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) | |
| o | |
| 6. Citizenship or Place of Organization | |
| Pennsylvania | |
|
Number of Shares Beneficially Owned by Each Reporting Person With:
| 7. Sole Voting Power |
| 0 | |
| 8. Shared Voting Power | |
| 0 | |
| 9. Sole Dispositive Power | |
| 0 | |
| 10. Shared Dispositive Power | |
| 0 | |
| 11. Aggregate Amount Beneficially Owned by Each Reporting Person | |
| 0 | |
| 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares | |
| o | |
| 13. Percent of Class Represented by Amount in Row (11) | |
| 0 | |
| 14. Type of Reporting Person | |
| IA | |
CUSIP No. 249827502 Page 3 of 8
1. Names of Reporting Persons | |
| Gardner Lewis Asset Management, Inc. | |
| 2. Check the Appropriate Box if a Member of a Group | |
| (a) o | |
| (b) o | |
| 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) | |
| o | |
| 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 | |
| 0 | |
| 9. Sole Dispositive Power | |
| 0 | |
| 10. Shared Dispositive Power | |
| 0 | |
| 11. Aggregate Amount Beneficially Owned by Each Reporting Person | |
| 0 | |
| 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares | |
| o | |
| 13. Percent of Class Represented by Amount in Row (11) | |
| 0 | |
| 14. Type of Reporting Person | |
| CO | |
CUSIP No. 249827502 Page 4 of 8
| 1. Names of Reporting Persons. | |
| Gardner Lewis Merger Arbitrage Fund, L.P. | |
| 2. Check the Appropriate Box if a Member of a Group | |
| (a) o | |
| (b) o | |
| 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) | |
| o | |
| 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 | |
| 0 | |
| 9. Sole Dispositive Power | |
| 0 | |
| 10. Shared Dispositive Power | |
| 0 | |
| 11. Aggregate Amount Beneficially Owned by Each Reporting Person | |
| 0 | |
| 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares | |
| o | |
| 13. Percent of Class Represented by Amount in Row (11) | |
| 0 | |
| 14. Type of Reporting Person | |
| PN | |
CUSIP No. 249827502 Page 5 of 8
| 1. Names of Reporting Persons. | |
| Gardner Lewis Partners, LLC | |
| 2. Check the Appropriate Box if a Member of a Group | |
| (a) o | |
| (b) o | |
| 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) | |
| o | |
| 6. Citizenship or Place of Organization | |
| Pennsylvania | |
|
Number of Shares Beneficially Owned by Each Reporting Person With:
| 7. Sole Voting Power |
| 0 | |
| 8. Shared Voting Power | |
| 0 | |
| 9. Sole Dispositive Power | |
| 0 | |
| 10. Shared Dispositive Power | |
| 0 | |
| 11. Aggregate Amount Beneficially Owned by Each Reporting Person | |
| 0 | |
| 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares | |
| o | |
| 13. Percent of Class Represented by Amount in Row (11) | |
| 0 | |
| 14. Type of Reporting Person | |
| OO | |
CUSIP No. 249827502 Page 6 of 8
ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 (the “Amendment”) relates to the Statement of Beneficial Ownership on Schedule 13D filed with respect to the common stock, $0.01 par value (the “Common Stock”), of Derma Sciences, Inc. (the “Issuer”), which was originally filed on January 23, 2017 (this “Schedule 13D”). Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of this Schedule 13D is amended and supplemented by the addition of the following:
Pursuant to the Offer to Purchase, dated January 25, 2017, from Integra Derma, Inc., a Delaware corporation (the “Purchaser”) and an indirect wholly-owned subsidiary of Integra LifeSciences Holdings Corporation, a Delaware corporation (“Parent”), to purchase all the outstanding shares of Common Stock (the “Tender Offer”), on February 22, 2017, the Reporting Persons tendered all of the shares of Common Stock beneficially owned by them as reported on this Schedule 13D and such shares were accepted by the Purchaser on February 22, 2017.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As a result of the Tender Offer, the Reporting Persons no longer have any beneficial ownership in the Common Stock.
(c) The disclosure contained in Item 4 of this Amendment No. 1 is incorporated herein by reference.
| (d) | The Reporting Persons ceased to be beneficial owners of 5% or more of the Issuer's Common Stock on February 22, 2017. |
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Joint Filing Agreement
CUSIP No. 249827502 Page 7 of 8
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.
Gardner Lewis Asset Management, L.P.
By: Gardner Lewis Asset Management, Inc., its general partner
Dated: February 28, 2017 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Asset Management, Inc.
Dated: February 28, 2017 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Merger Arbitrage Fund, L.P.
By: Gardner Lewis Partner, LLC, its general partner
Dated: February 28, 2017 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Partner, LLC
Dated: February 28, 2017 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
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 representative's 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.
CUSIP No. 249827502 Page 8 of 8
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Derma Sciences, Inc. and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute the Agreement this 28th day of February, 2017.
Gardner Lewis Asset Management, L.P.
By: Gardner Lewis Asset Management, Inc., its general partner
Dated: February 28, 2017 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Asset Management, Inc.
Dated: February 28, 2017 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Merger Arbitrage Fund, L.P.
By: Gardner Lewis Partner, LLC, its general partner
Dated: February 28, 2017 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Partner, LLC
Dated: February 28, 2017 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO