Filing Details

Accession Number:
0001104659-17-049353
Form Type:
13D Filing
Publication Date:
2017-08-03 17:19:03
Filed By:
Care Capital Iii Llc
Company:
Rocket Pharmaceuticals Inc. (NASDAQ:RCKT)
Filing Date:
2017-08-03
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
Care Capital III 0 531,900 0 531,900 531,900 2.0%
Care Capital Investments III 0 523,164 0 523,164 523,164 2.0%
Care Capital Offshore Investments III 0 8,736 0 8,736 8,736 0.0%
Care Capital II 0 0 0 0 0 0%
Care Capital Investments II 0 0 0 0 0 0%
Care Capital Offshore Investments II 0 0 0 0 0 0%
Filing

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)

 

Inotek Pharmaceuticals Corporation

(Name of Issuer)

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

45780V102

(CUSIP Number)

 

David R. Ramsay

Care Capital III LLC

47 Hulfish Street, Suite 310

Princeton, New Jersey 08542

609-683-8300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

July 24, 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 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.  45780V102

 

 

1.

Names of Reporting Persons
Care Capital III LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

¨

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

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
531,900

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
531,900

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
531,900

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

13.

Percent of Class Represented by Amount in Row (11)
2.0%

 

 

14.

Type of Reporting Person (See Instructions)
OO (Other)

 

2


 

 

1.

Names of Reporting Persons
Care Capital Investments III LP

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
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
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
523,164

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
523,164

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
523,164

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

13.

Percent of Class Represented by Amount in Row (11)
2.0%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

3


 

 

1.

Names of Reporting Persons
Care Capital Offshore Investments III LP

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
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
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
8,736

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
8,736

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
8,736

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

4


 

 

1.

Names of Reporting Persons
Care Capital II LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

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 (See Instructions)  o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
OO (Other)

 

5


 

 

1.

Names of Reporting Persons
Care Capital Investments II LP

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
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
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 (See Instructions)  o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

6


 

 

1.

Names of Reporting Persons
Care Capital Offshore Investments II LP

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
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
Cayman Islands

 

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 (See Instructions)  o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

7


 

EXPLANATORY NOTE

 

This Amendment No. 2 to the Schedule 13D amends and supplements the Schedule 13D, filed March 5, 2015 and amended on February 10, 2017 (the Schedule 13D), by the Filing Persons (as defined below) relating to the Common Stock, par value $0.0001 per share, of Inotek Pharmaceuticals Corporation, a Delaware corporation (the Issuer).  The Issuer is filing this amendment to the Schedule 13D to, among other things, update the disclosures set forth therein to update information regarding the Issuer and include the open market transactions discussed in Item 3 below.

 

Item 1.                     Security and Issuer

 

Item 1 is hereby amended and restated as follows:

 

This Schedule 13D relates to the common stock, par value $0.01 per share, (the Common Stock) of Inotek Pharmaceuticals Corporation, a Delaware corporation (the Issuer).  The principal executive offices of the Issuer are located at 91 Hartwell Avenue, Suite 105, Lexington, Massachusetts 02421.

 

Item 3.                     Source and Amount of Funds or Other Consideration

 

Item 3 is hereby amended to add the following:

 

During the period from July 24, 2017 through July 28, 2017, Care Capital Investments III L.P. sold 971,524 shares of Issuers Common Stock and Care Capital Offshore Investments III LP sold 16,223 shares of Issuers Common Stock in open market transactions.

 

Item 5.                     Interest in Securities of the Issuer

 

Item 5 is hereby amended and restated as follows:

 

(a)                                 As more fully described in Item 3 above, (i) Care Investments III is the beneficial owner of 523,164 shares of the Issuers Common Stock, representing 2.0% of the Issuers shares of Common Stock outstanding and (ii) Care Offshore III is the beneficial owner of 8,736 shares of the Issuers Common Stock, representing 0.0% of the Issuers shares of Common Stock outstanding.  By virtue of Care Capital IIIs status as general partner of Care Investments III and Care Offshore III, Care Capital III may be deemed the beneficial owner of 531,900 shares of the Issuers Common Stock held by Care Investments III and Care Offshore III, representing 2.0% of the Issuers shares of Common Stock outstanding.

 

As more fully described in Item 3 above, (i) Care Investments II is the beneficial owner of 0 shares of the Issuers Common Stock, representing 0% of the Issuers shares of Common Stock outstanding and (ii) Care Offshore II is the beneficial owner of 0 shares of the Issuers Common Stock, representing 0% of the Issuers shares of Common Stock outstanding.  By virtue of Care Capital IIs status as general partner of Care Investments II and Care Offshore II, Care Capital II may be deemed the beneficial owner of 0 shares of the Issuers Common Stock held by Care Investments II and Care Offshore II, representing 0% of the Issuers shares of Common Stock outstanding.

 

The percentage calculations are based upon 26,986,318 shares of Common Stock outstanding as of May 9, 2017 based on information provided by the Issuer.  Each of Care Capital III and Care Capital II disclaims beneficial ownership of the securities referenced in this Schedule 13D, and this report shall not be deemed an admission that either Care Capital III and Care Capital II is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.

 

(b)                                 By virtue of its status as general partner of Care Investments III and Care Offshore III, Care Capital III may be deemed to share voting and dispositive power with respect to the 523,164 shares of Issuers Common Stock beneficially owned by Care Investments III and 8,736 shares of Issuers Common Stock beneficially owned by Care Offshore III.  Care Capital III disclaims beneficial ownership of the securities and this report shall not be deemed an admission that Care Capital III is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.

 

8


 

(c)                                  During the past sixty days prior to the date hereof, the following transactions occurred:

 

Identity of Person Who
Effected the Transaction

 

Date of
Transaction

 

Amount of
Securities
Sold

 

Weighted
Average Price
Per Share

 

Where and How
Transaction was
Effected

Care Capital Investments III L.P.

 

7/24/2017

 

207,561

 

$

0.99

 

Open Market

Care Capital Offshore Investments III LP

 

7/24/2017

 

3,466

 

$

0.99

 

Open Market

Care Capital Investments III L.P.

 

7/25/2017

 

200,334

 

$

1.00

 

Open Market

Care Capital Offshore Investments III LP

 

7/25/2017

 

3,345

 

$

1.00

 

Open Market

Care Capital Investments III L.P.

 

7/26/2017

 

319,489

 

$

0.95

 

Open Market

Care Capital Offshore Investments III LP

 

7/26/2017

 

5,335

 

$

0.95

 

Open Market

Care Capital Investments III L.P.

 

7/27/2017

 

152,701

 

$

0.93

 

Open Market

Care Capital Offshore Investments III LP

 

7/27/2017

 

2,550

 

$

0.93

 

Open Market

Care Capital Investments III L.P.

 

7/28/2017

 

91,439

 

$

0.93

 

Open Market

Care Capital Offshore Investments III LP

 

7/28/2017

 

1,527

 

$

0.93

 

Open Market

 

(d)                                 No person, other than Care Capital III, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by each of Care Investments III and Care Offshore III and no person, other than Care Capital II, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by each of Care Investments II and Care Offshore II.

 

(e)                                  On July 24, 2017, the Filing Persons ceased to be beneficial owners of more than five percent of the Common Stock of the Company.

 

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.

 

Dated: August 3, 2017

Care Capital III LLC

 

 

 

 

 

By:

/s/ David R. Ramsay

 

Name:

David R. Ramsay

 

Title:

Partner

 

 

 

Dated: August 3, 2017

Care Capital Investments III L.P.

 

 

 

 

By:

Care Capital III LLC, its General Partner

 

 

 

 

 

 

 

By:

/s/ David R. Ramsay

 

Name:

David R. Ramsay

 

Title:

Partner

 

 

 

Dated: August 3, 2017

Care Capital Offshore Investments III LP

 

 

 

 

By: Care Capital III LLC, its General Partner

 

 

 

 

 

 

By:

/s/ David R. Ramsay

 

Name:

David R. Ramsay

 

Title:

Partner

 

 

 

Dated: August 3, 2017

Care Capital II LLC

 

 

 

 

 

 

By:

/s/ David R. Ramsay

 

Name:

David R. Ramsay

 

Title:

Partner

 

 

 

Dated: August 3, 2017

Care Capital Investments II L.P.

 

 

 

 

By: Care Capital II LLC, its General Partner

 

 

 

 

 

 

By:

/s/ David R. Ramsay

 

Name:

David R. Ramsay

 

Title:

Partner

 

 

 

Dated: August 3, 2017

Care Capital Offshore Investments II LP

 

 

 

 

By: Care Capital II LLC, its General Partner

 

 

 

 

 

 

By:

/s/ David R. Ramsay

 

Name:

David R. Ramsay

 

Title:

Partner

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

10