Sec Form 13D Filing - Caligan Partners LP filing for AMAG PHARMACEUTICALS INC. (AMAG) - 2019-09-04

AMAG Pharmaceuticals, Inc.

Common Stock, par value $0.01 per share

00163U106

(212) 756-2000

September 4, 2019

1

NAME OF REPORTING PERSON

Caligan Partners LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX 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

3,499,428 shares of Common Stock

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,499,428 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,499,428 shares of Common Stock

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.3%

14

TYPE OF REPORTING PERSON

IA, PN

1

NAME OF REPORTING PERSON

David Johnson

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX 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

3,499,428 shares of Common Stock

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,499,428 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,499,428 shares of Common Stock

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.3%

14

TYPE OF REPORTING PERSON

IN

1

NAME OF REPORTING PERSON

Samuel J. Merksamer

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX 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
BENEF ICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

3,499,428 shares of Common Stock

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,499,428 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,499,428 shares of Common Stock

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.3%

14

TYPE OF REPORTING PERSON

IN

1

NAME OF REPORTING PERSON

Kenneth Shea

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX 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

5,000 shares of Common Stock

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

5,000 shares of Common Stock

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

5,000 shares of Common Stock

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 0.1%

14

TYPE OF REPORTING PERSON

IN

This statement is filed by:

(i) Caligan Partners LP, a Delaware limited partnership ("Caligan"), the investment manager of an affiliated fund (the "Caligan Fund") and managed account (the "Caligan Account"), with respect to the shares of Common Stock held by the Caligan Fund and the Caligan Account;

(ii) David Johnson, a Partner of Caligan and a Managing Member of Caligan Partners GP LLC, the general partner of Caligan ("Mr. Johnson"), with respect to the shares of Common Stock held by the Caligan Fund and the Caligan Account;

(iii) Samuel J. Merksamer, a Partner of Caligan and a Managing Member of Caligan Partners GP LLC, the general partner of Caligan ("Mr. Merksamer," and together with Caligan, Caligan Partners GP LLC and Mr. Johnson, the "Caligan Parties") with respect to the shares of Common Stock held by the Caligan Fund and the Caligan Account; and

(iv) Kenneth Shea ("Mr. Shea").

The Caligan Parties used a total of approximately $29,535,114 (including brokerage commissions) to acquire the Common Stock beneficially owned by them. The source of the funds used to acquire the Common Stock beneficially owned by the Caligan Parties was the working capital of the Caligan Fund and the Caligan Account.

Mr. Shea used a total of approximately $57,005 (including brokerage commissions) to acquire the Common Stock beneficially owned by him. The source of the funds used to acquire the Common Stock beneficially owned by Mr. Shea was his personal funds.

On September 4, 2019, the Reporting Persons filed a preliminary consent statement (the "Preliminary Consent Statement") in connection with its solicitation of written consents of the Issuer’s stockholders stating, among other things, their intention to solicit stockholders to (i) remove four members of the Board of the Issuer; (ii) elect the following four individuals—Paul Fonteyne, Lisa Gersh, David Johnson and Kenneth Shea (collectively, the "Nominees")—to fill the resulting vacancies; (iii) repeal any provision of the Amended and Restated Bylaws of the Company (the "Bylaws") currently in effect that was not included in the Bylaws filed with the SEC on December 17, 2015; (iv) amend Article 2, Sections 2.2 and 2.3 of the Bylaws to fix the size of the Board at no more than nine members; and (v) amend Article 7, Section 7.1 of the Bylaws to require unanimous Board approval in order for directors to amend the Bylaws.

INTEREST IN SECURITIES OF THE ISSUER

Items 5 (a) – (c) of the Schedule 13D are hereby amended and restated as follows:

See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of and percentages of the shares of Common Stock beneficially owned by each Reporting Person. The percentages set forth in this Schedule 13D are based upon 33,900,681 shares of Common Stock outstanding as of August 1, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019, filed with the Securities and Exchange Commission on August 7, 2019.

By reason of Caligan's intention to solicit consents of stockholders in favor of appointing Mr. Shea to the Board, the Caligan Parties and Mr. Shea may be deemed members of a "group" within the meaning of Section 13(d)(3) of the Act and the "group" may be deemed to beneficially own an aggregate of 3,504,428 shares of Common Stock, or approximately 10.3% of the outstanding Common Stock. The Caligan Parties expressly disclaim beneficial ownership of any shares of Common Stock beneficially owned by Mr. Shea and Mr. Shea expressly disclaims beneficial ownership of any shares of Common Stock beneficially owned by the Caligan Parties.

See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

The Reporting Persons entered into an agreement with each of the Nominees (except Mr. Johnson) (the "Nomination Agreement") whereby, among other things, each Nominee party to a Nomination Agreement agreed to consult with the Reporting Persons regarding any purchase of securities of the Issuer and to not dispose of any such securities prior to the termination of the Nomination Agreement without the prior consent of Caligan. This description of the Nomination Agreement is qualified in its entirety by reference to the full text of the Nomination Agreement, the form of which is attached hereto as Exhibit D and is incorporated by reference herein.

On September 4, 2019, Caligan and Mr. Shea entered into a Joint Filing Agreement in which, among other things, the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is filed as Exhibit E to this Schedule 13D and is incorporated by reference into this Item 6.