Filing Details
- Accession Number:
- 0001214659-18-007020
- Form Type:
- 13D Filing
- Publication Date:
- 2018-11-09 17:15:29
- Filed By:
- Tang Capital Partners Lp
- Company:
- Odonate Therapeutics Inc. (NASDAQ:ODT)
- Filing Date:
- 2018-11-09
- 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 |
---|---|---|---|---|---|---|
Tang Capital Partners | 0 | 13,851,042 | 0 | 13,851,042 | 13,851,042 | 51.6% |
Tang Capital Management | 0 | 13,851,042 | 0 | 13,851,042 | 13,851,042 | 51.6% |
Kevin C. Tang | 0 | 13,851,042 | 0 | 13,851,042 | 13,851,042 | 51.6% |
Odonate
Therapeutics, Inc. |
(Name
of Issuer) |
Common
Stock, par value $0.01 |
(Title
of Class of Securities) |
676079106 |
(CUSIP
Number) |
Kevin
C. Tang Tang Capital Management, LLC |
4747
Executive Drive, Suite 510 |
San
Diego, CA 92121 |
(858)
200-3830 |
(Name,
Address and Telephone Number of Person Authorized to |
Receive
Notices and Communications) |
November
1, 2018 |
(Date
of Event which Requires Filing of this Statement) |
Page 1 of 10 |
CUSIP
NO. 676079106 | 13D | Page
2 of 10 |
1. | Names
of Reporting Persons. I.R.S. Identification Nos. of
above persons (entities only). Tang Capital Partners,
LP |
2. | Check
the Appropriate Box if a Member of a Group (a) ☐ (b) ý |
3. | SEC
Use Only |
4. | Source
of Funds WC |
5. | Check
If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ☐ |
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 13,851,042 | |
9. | Sole
Dispositive Power 0 | |
10. | Shared
Dispositive Power 13,851,042 |
11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 13,851,042 |
12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
13. | Percent
of Class Represented by Amount in Row (11) 51.6% |
14 | Type
of Reporting Person PN |
Page 2 of 10 |
CUSIP
NO. 676079106 | 13D | Page
3 of 10 |
1. | Names
of Reporting Persons. I.R.S. Identification Nos. of
above persons (entities only). Tang Capital Management,
LLC |
2. | Check
the Appropriate Box if a Member of a Group (a) ☐ (b) ý |
3. | SEC
Use Only |
4. | Source
of Funds WC |
5. | Check
If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ☐ |
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 13,851,042 | |
9. | Sole
Dispositive Power 0 | |
10. | Shared
Dispositive Power 13,851,042 |
11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 13,851,042 |
12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
13. | Percent
of Class Represented by Amount in Row (11) 51.6% |
14 | Type
of Reporting Person OO |
Page 3 of 10 |
CUSIP
NO. 676079106 | 13D | Page
4 of 10 |
1. | Names
of Reporting Persons. I.R.S. Identification Nos. of
above persons (entities only). Kevin C. Tang |
2. | Check
the Appropriate Box if a Member of a Group (a) ☐ (b) ý |
3. | SEC
Use Only |
4. | Source
of Funds PF, WC, OO |
5. | Check
If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ☐ |
6. | Citizenship
or Place of Organization United States |
Number
of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power 0 |
8. | Shared
Voting Power 13,851,042 | |
9. | Sole
Dispositive Power 0 | |
10. | Shared
Dispositive Power 13,851,042 |
11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 13,851,042 |
12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
13. | Percent
of Class Represented by Amount in Row (11) 51.6% |
14 | Type
of Reporting Person IN |
Page 4 of 10 |
Explanatory Note: This Amendment No. 2 relates to and amends the Statement of Beneficial Ownership on Schedule 13D/A of Tang Capital Partners, LP, a Delaware limited partnership, Tang Capital Management, LLC, a Delaware limited liability company, and Kevin C. Tang, a United States citizen (each, a “Reporting Person” and collectively, the “Reporting Persons”), initially filed jointly by the Reporting Persons with the U.S. Securities and Exchange Commission (“SEC”) on December 18, 2017 and amended on August 24, 2018 (as amended, the “Statement”), with respect to the Common Stock, $0.01 par value (the “Common Stock”), of Odonate Therapeutics, Inc., a Delaware corporation (the “Issuer”).
Items 3, 5 and 6 of the Statement are hereby amended to the extent hereinafter expressly set forth. Except as amended hereby, the original disclosure set forth in the Statement shall remain unchanged. All capitalized terms used and not expressly defined herein have the respective meanings ascribed to such terms in the Statement.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Statement is hereby amended to add the following:
Since August 24, 2018, the Reporting Persons have expended an aggregate of approximately $4,232,000 to purchase 230,000 shares of the Issuer’s Common Stock. Such purchases were effected through the open market. The Common Stock was acquired in the ordinary course of business. Subject to the following paragraph, Tang Capital Partners, LP used its own funds for the purchases, none of which were borrowed or otherwise obtained from any other source.
Tang Capital Partners, LP maintains commingled margin accounts with various financial institutions, which may extend margin credit to Tang Capital Partners, LP as and when required, to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts. The margin accounts may from time to time have debit balances. Since multiple different securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the shares of Common Stock reported herein.
The information previously provided in response to Item 5 is hereby amended and restated by replacing the text thereof in its entirety with the following:
Tang
Capital Partners, LP | 13,851,042 shares, representing 51.6% of the class |
Tang
Capital Management, LLC | 13,851,042 shares, representing 51.6% of the class |
Kevin
C. Tang | 13,851,042 shares, representing 51.6% of the class |
Page 5 of 10 |
Tang Capital Partners, LP is the beneficial owner of 13,851,042 shares of the Issuer’s Common Stock. Tang Capital Partners, LP shares voting and dispositive power over such shares of Common Stock with Tang Capital Management, LLC and Kevin C. Tang. Subject to the arrangements described in Item 6 of this Statement, the shares reported as beneficially owned by the Reporting Persons include a total of 1,282,989 shares of Common Stock that are held of record by Odonate Holdings, LLC (“Holdings”). Holdings has granted a proxy to Tang Capital Partners, LP giving Tang Capital Partners, LP the authority to vote 154,285 shares. Holdings has also granted a proxy to the Issuer giving the Issuer the authority to vote 2,186,453 shares in the same proportion as the votes cast by other holders of the Issuer’s Common Stock. Of the 2,186,453 shares, Tang Capital Partners, LP controls the voting of 1,128,704 shares based on its proportional ownership in the Issuer.
The percentages used herein are based upon 26,831,345 shares of Common Stock outstanding as of November 7, 2018.
Tang Capital Management, LLC, as the general partner of Tang Capital Partners, LP, may be deemed to beneficially own the shares of the Issuer’s Common Stock owned by Tang Capital Partners, LP. Tang Capital Management, LLC shares voting and dispositive power over such shares with Tang Capital Partners, LP and Kevin C. Tang.
Kevin C. Tang, as the manager of Tang Capital Management, LLC, may be deemed to beneficially own the shares of the Issuer’s Common Stock beneficially owned by Tang Capital Partners, LP. Kevin C. Tang shares voting and dispositive power over such shares with Tang Capital Partners, LP and Tang Capital Management, LLC.
Tang
Capital Partners, LP | 0
shares |
Tang
Capital Management, LLC | 0
shares |
Kevin
C. Tang | 0
shares |
Tang
Capital Partners, LP | 13,851,042
shares |
Tang
Capital Management, LLC | 13,851,042
shares |
Kevin
C. Tang | 13,851,042
shares |
Tang
Capital Partners, LP | 0
shares |
Tang
Capital Management, LLC | 0
shares |
Kevin
C. Tang | 0
shares |
Tang
Capital Partners, LP | 13,851,042
shares |
Tang
Capital Management, LLC | 13,851,042
shares |
Kevin
C. Tang | 13,851,042
shares |
Page 6 of 10 |
(c) The Reporting Persons have engaged in the following transactions in the Issuer’s Common Stock during the last 60 days.
Entity | Transaction | Trade Date | Shares | Price/Share |
Tang Capital Partners, LP | Purchase | September 18, 2018 | 10,000 | $19.33871 |
Tang Capital Partners, LP | Purchase | September 18, 2018 | 10,000 | $19.33662 |
Tang Capital Partners, LP | Purchase | September 18, 2018 | 10,000 | $19.02903 |
Tang Capital Partners, LP | Purchase | September 18, 2018 | 10,000 | $19.29824 |
Tang Capital Partners, LP | Purchase | September 18, 2018 | 10,000 | $19.41615 |
Tang Capital Partners, LP | Purchase | September 19, 2018 | 10,000 | $19.30866 |
Tang Capital Partners, LP | Purchase | September 19, 2018 | 2,017 | $19.47837 |
Tang Capital Partners, LP | Purchase | September 20, 2018 | 7,983 | $19.75218 |
Tang Capital Partners, LP | Purchase | September 20, 2018 | 10,000 | $20.07889 |
Tang Capital Partners, LP | Purchase | September 20, 2018 | 10,000 | $20.426710 |
Tang Capital Partners, LP | Purchase | September 24, 2018 | 10,000 | $20.299311 |
Tang Capital Partners, LP | Purchase | September 24, 2018 | 10,000 | $19.983912 |
_________________________
1 The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $19.21 to $19.50. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the SEC staff, upon request, all information regarding the number of shares purchased at each price within the ranges set forth in Footnotes 1 through 25 herein.
2 The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $19.25 to $19.50.
3 The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $18.80 to $19.25.
4 The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $19.07 to $19.50.
5 The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $19.22 to $19.47.
6 The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $19.20 to $19.50.
7 The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $19.44 to $19.50.
8 The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $19.34 to $19.90.
9 The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $19.86 to $20.24.
10 The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $20.22 to $20.50.
11 The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $20.01 to $20.50.
12The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $19.51 to $20.50.
Page 7 of 10 |
Tang Capital Partners, LP | Purchase | September 25, 2018 | 10,000 | $19.647713 |
Tang Capital Partners, LP | Purchase | September 26, 2018 | 10,000 | $19.066414 |
Tang Capital Partners, LP | Purchase | September 27, 2018 | 6,199 | $18.701315 |
Tang Capital Partners, LP | Purchase | September 28, 2018 | 3,801 | $18.945616 |
Tang Capital Partners, LP | Purchase | September 28, 2018 | 10,000 | $19.172217 |
Tang Capital Partners, LP | Purchase | September 28, 2018 | 20,000 | $19.332218 |
Tang Capital Partners, LP | Purchase | October 23, 2018 | 10,000 | $15.447919 |
Tang Capital Partners, LP | Purchase | October 23, 2018 | 6,687 | $15.422520 |
Tang Capital Partners, LP | Purchase | October 24, 2018 | 3,313 | $15.613621 |
Tang Capital Partners, LP | Purchase | October 24, 2018 | 10,000 | $14.690422 |
Tang Capital Partners, LP | Purchase | October 25, 2018 | 9,765 | $15.776723 |
Tang Capital Partners, LP | Purchase | October 26, 2018 | 235 | $15.8500 |
Tang Capital Partners, LP | Purchase | October 29, 2018 | 10,000 | $14.964224 |
Tang Capital Partners, LP | Purchase | November 1, 2018 | 10,000 | $14.872725 |
(d) N/A.
_________________________
13 The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $19.49 to $19.83.
14 The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $18.99 to $19.38.
15 The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $18.51 to $18.82.
16 The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $18.77 to $19.13.
17 The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $18.84 to $19.48.
18 The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $19.01 to $19.61.
19 The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $15.21 to $15.75.
20 The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $15.25 to $15.57.
21 The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $15.45 to $15.65.
22 The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $14.34 to $15.00.
23 The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $15.36 to $16.00.
24 The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $14.81 to $15.00.
25 The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $14.64 to $15.00.
Page 8 of 10 |
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The information previously provided in response to Item 6 is hereby amended and restated by replacing the text thereof in its entirety with the following:
Reference is made to the relationships described in Item 5(a) of this Statement.
The Reporting Persons have entered into a Joint Filing Agreement. See Item 2.
The shares reported as beneficially owned by the Reporting Persons include a total of 1,282,989 shares of Common Stock that are held of record by Holdings as of the date this Statement is filed. Holdings has granted a proxy to: (a) Tang Capital Partners, LP giving Tang Capital Partners, LP the authority to vote 154,285 shares; and (b) the Issuer giving the Issuer the authority to vote 2,186,453 shares in the same proportion as the votes cast by other holders of the Issuer’s Common Stock. Of the 2,186,453 shares, Tang Capital Partners, LP controls the voting of 1,128,704 shares based on its proportional ownership in the Issuer. The proxy terminates upon the transfer or distribution of the shares subject to the proxy or the written agreement of the parties. The foregoing description is only a summary and is qualified in its entirety by reference to the complete text of the proxy, the form of which is filed as Exhibit 2 hereto.
Any of the Reporting Persons may from time to time acquire or dispose of Issuer securities. Such acquisitions or dispositions may be made in the open market or in privately negotiated transactions.
Page 9 of 10 |
Tang
Capital Partners, LP | |||
By: | Tang
Capital Management, LLC | ||
By: | /s/
Kevin C. Tang | ||
Kevin
C. Tang, Manager | |||
Tang
Capital Management, LLC | |||
By: | /s/
Kevin C. Tang | ||
Kevin
C. Tang, Manager | |||
/s/
Kevin C. Tang | |||
Kevin
C. Tang |
Page 10 of 10