Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
(Amendment No. 3)*
Novelion Therapeutics Inc.
(Name of Issuer)
Common shares, without par value
(Title of Class of Securities)
67001K202
(CUSIP Number)
Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
(212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 20, 2019
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X].
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).
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1
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NAMES OF REPORTING PERSONS
Whitefort Capital Master Fund, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)
(a) ☐
(b) ☐
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||
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see Instructions)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
1,886,230
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||
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9
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SOLE DISPOSITIVE POWER
0
|
||
|
10
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SHARED DISPOSITIVE POWER
1,886,230
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||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,886,230
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||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)
☐
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||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
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||
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14
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TYPE OF REPORTING PERSON (see Instructions)
PN
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|
1
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NAMES OF REPORTING PERSONS
Whitefort Capital Management, LP
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|||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)
(a) ☐
(b) ☐
|
|||
|
3
|
SEC USE ONLY
|
|||
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4
|
SOURCE OF FUNDS (see Instructions)
WC
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|||
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5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
|||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0
|
||
|
8
|
SHARED VOTING POWER
1,886,230
|
|||
|
0
|
SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
SHARED DISPOSITIVE POWER
1,886,230
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,886,230
|
|||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)
☐
|
|||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
|
|||
|
14
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TYPE OF REPORTING PERSON (see Instructions)
PN, IA
|
|||
|
1
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NAMES OF REPORTING PERSONS
David Salanic
|
||
|
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)
AF
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||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
France
|
||
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
1,886
,230
|
||
|
0
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,886,230
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,886,230
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)
☐
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
|
||
|
14
|
TYPE OF REPORTING PERSON (see Instructions)
IN, HC
|
||
|
1
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NAMES OF REPORTING PERSONS
Joseph Kaplan
|
||
|
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)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
1,886,230
|
||
|
0
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,886,230
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,886,230
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)
☐
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
|
||
|
14
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TYPE OF REPORTING PERSON (see Instructions)
IN, HC
|
||
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (this “Amendment
No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
| Item 4. |
Purpose of the Transaction.
|
Item 4 of the Schedule 13D is hereby amended to add the following:
On June 20, 2019, the Master Fund filed a petition (the “Petition”) against the Issuer, as respondent, in the
Supreme Court of British Columbia seeking (i) a declaration that the Issuer has breached section 301 of the Business Corporations Act of British Columbia (“Section 301 of the BCA”), (ii) an order pursuant to Section 301 of the BCA requiring the
Issuer to hold a special meeting of its shareholders to vote on whether the Issuer should dispose of the Novelion Intercompany Loan to Aegerion Pharmaceuticals, Inc. (“Aegerion”) pursuant to the terms of a voluntary Restructuring Support Agreement
entered into by the Issuer on May 20, 2019 in connection with the Chapter 11 plan of reorganization (the “Plan of Reorganization”) for Aegerion in the United States Bankruptcy Court, Southern District of New York (the “Bankruptcy Court”) Case No.
19-11632 (the “Aegerion Bankruptcy Case”) and (iii) an order pursuant to Section 301 of the BCA providing that unless and until the shareholders of the Issuer vote to approve the disposition of the Novelion Intercompany Loan pursuant to the terms of
the Restructuring Support Agreement at the special meeting, the Issuer be enjoined from consummating such disposition transaction, and further that the Issuer be required to vote its claim against any Plan of Reorganization, in accordance with the
disclosure statement and solicitation materials approved by the Bankruptcy Court.
On June 20, 2019, the Master Fund filed a limited statement (the “Limited Statement”) in the Aegerion
Bankruptcy Case, advising the Bankruptcy Court of the pendency of the Petition in Canada.
The foregoing descriptions of the Petition and the Limited Statement are qualified in their entirety by
the full-text of the Petition and the Limited Statement, which are attached hereto as exhibits and incorporated herein by reference.
| Item 7. |
Material to be Filed as Exhibits.
|
Item 7 of the Schedule 13D is amended by adding the following:
| Exhibit 99.3 |
Petition to the Court, filed by Whitefort Capital Master Fund, LP against Novelion Therapeutics Inc. in the Supreme Court of British Columbia on June 20, 2019.
|
| Exhibit 99.4 |
Limited Statement of Whitefort Capital Master Fund, LP with Respect to Debtors’ Motion for Order: (A) Approving and Authorizing Certain Plan Investor
Protections; and (B) Granting Related Relief, filed with the United States Bankruptcy Court Southern District of New York on June 20, 2019 [Doc 95].
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After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with
respect to it set forth in this statement is true, complete and correct.
Dated: June 20, 2019
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WHITEFORT CAPITAL MASTER FUND, LP
By: Whitefort Capital GP, LLC, its general partner
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By:
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/s/ David Salanic
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David Salanic, Co-Managing Partner
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By:
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/s/ Joseph Kaplan
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Joseph Kaplan, Co-Managing Partner
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WHITEFORT CAPITAL MANAGEMENT, LP
|
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By:
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/s/ David Salanic
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David Salanic, Co-Managing Partner
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By:
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/s/ Joseph Kaplan
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Joseph Kaplan, Co-Managing Partner
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/s/ David Salanic
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DAVID SALANIC
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/s/ Joseph Kaplan
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JOSEPH KAPLAN
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