Sec Form 13D Filing - Jade Park Investments Ltd filing for SCICLONE PHARMACEUTICALS INC (SCLN) - 2017-02-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments
Thereto Filed Pursuant to Rule 13d-2(a)

 

SCICLONE PHARMACEUTICALS, INC. 

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(Name of Issuer)

Common Stock, par value US$0.001 per share

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(Title of Class of Securities)

 

80862K104

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(CUSIP Number)

Mr. Lanchu Liu

C203, Lufthansa Building, No. 50 Liangmaqiao,

Beijing, 100125, People’s Republic of China

Phone: +86 10 6410-5343

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

 

With a copy to

Paul Strecker, Esq.

Shearman & Sterling

12th Floor, Gloucester Tower

The Landmark, 15 Queen’s Road Central

Hong Kong

Phone: +852 2978-8000

 

February 17, 2017

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(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.  ☐

 

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).

 

 

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*Percentage calculated based on 51,053,583 shares of Common Stock issued and outstanding as of November 2, 2016, as reported in the Issuer’s quarterly report on Form 10-Q for the third quarter of 2016 filed with the SEC on November 9, 2016.

 

         

 

 

*Percentage calculated based on 51,053,583 shares of Common Stock issued and outstanding as of November 2, 2016, as reported in the Issuer’s quarterly report on Form 10-Q for the third quarter of 2016 filed with the SEC on November 9, 2016. 

 

 

 

*Percentage calculated based on 51,053,583 shares of Common Stock issued and outstanding as of November 2, 2016, as reported in the Issuer’s quarterly report on Form 10-Q for the third quarter of 2016 filed with the SEC on November 9, 2016. 

 

     

Introductory Note

 

This amendment No. 2 to the statement on Schedule 13D (this “Amendment No. 2”) relates to the common stock, par value $0.001 each (the “Common Stock”), issued by SciClone Pharmaceuticals, Inc., a Delaware Corporation (the “Issuer”). This Amendment No. 2 is being filed jointly by Dragon Alpha LP (“Dragon Alpha”), Jade Park Investments Limited (“Jade Park”) and Mr. Lanchu Liu (“Mr. Liu”, and together with Dragon Alpha and Jade Park, the “Reporting Persons”) pursuant to their Joint Filing Agreement dated as of February 22, 2016, filed with the Schedule 13D (as defined below) as Exhibit 1 and incorporated herein by reference.

 

This Amendment No. 2 amends and supplements the statement on the Schedule 13D filed on February 22, 2016 and November 15, 2016, respectively (the “Schedule 13D”), on behalf of the Reporting Persons with the SEC. This Amendment No. 2 is the final amendment to the Schedule 13D and is an exit filing for the Reporting Persons. Except as provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not defined herein have the meanings assigned to them in the Schedule 13D.

 

Item 4.

Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby supplemented as follows:

 

On February 17, 2017, Jade Park delivered a notice to the other members of the Consortium (“Termination Notice”) to withdraw from the Consortium, and the Consortium Agreement was thereby terminated with respect to Jade Park. The summary of the Termination Notice in this Amendment No. 2 is not intended to be complete and is qualified in its entirety by reference to the full text of the Termination Notice, a copy of which is attached hereto as Exhibit 4.  As a result, the Reporting Persons are no longer parties to any agreement, arrangement or understanding with respect to securities of the Issuer that might deem them to be in a “group” for purposes of Section 13(d) of the Exchange Act. The Reporting Persons together do not beneficially own more than 5% of the outstanding shares of the Common Stock.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby supplemented as follows:

(a) As described in Item 4 of this Amendment No. 2, the Consortium Agreement has been terminated with respect to Jade Park. As a result, the Reporting Persons shall no longer be deemed to be a group with holders that together beneficially own more than 5% of the outstanding shares of the Common Stock.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 of the Schedule 13D is hereby supplemented as follows:

 

The description of the Termination Notice under Item 4 is incorporated herein by reference.

 

Item 7.

Material to Be Filed as Exhibits.

 

Item 7 of the Schedule 13D is hereby supplemented as follows:

 

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated:   ;February 21, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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