Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) 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. 09060J106 |
SCHEDULE
13D |
Page 2 of 12 |
1. |
NAME OF REPORTING PERSON:
Magnetar Financial LLC
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3. |
SEC USE ONLY
|
4. |
SOURCE OF FUNDS
OO
|
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
|
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES |
7. |
SOLE
VOTING POWER
0 |
BENEFICIALLY
OWNED BY |
8. |
SHARED
VOTING POWER
6,695,999 |
EACH REPORTING
PERSON |
9. |
SOLE
DISPOSITIVE POWER
0 |
WITH |
10. |
SHARED
DISPOSITIVE POWER
6,695,999 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
6,695,999 |
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
6.77% |
14. |
TYPE OF REPORTING PERSON
IA; OO |
CUSIP No. 09060J106 |
SCHEDULE
13D |
Page 3 of 12 |
1. |
NAME OF REPORTING PERSON:
Magnetar Capital Partners LP
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3. |
SEC USE ONLY
|
4. |
SOURCE OF FUNDS
OO
|
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
|
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES |
7. |
SOLE
VOTING POWER
0 |
BENEFICIALLY
OWNED BY |
8. |
SHARED
VOTING POWER
6,695,999 |
EACH REPORTING
PERSON |
9. |
SOLE
DISPOSITIVE POWER
0 |
WITH |
10. |
SHARED
DISPOSITIVE POWER
6,695,999 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
6,695,999 |
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
6.77% |
14. |
TYPE OF REPORTING PERSON
HC; OO |
CUSIP No. 09060J106 |
SCHEDULE
13D |
Page 4 of 12 |
1. |
NAME OF REPORTING PERSON:
Supernova Management LLC
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3. |
SEC USE ONLY
|
4. |
SOURCE OF FUNDS
OO
|
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
|
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES |
7. |
SOLE
VOTING POWER
0 |
BENEFICIALLY
OWNED BY |
8. |
SHARED
VOTING POWER
6,695,999 |
EACH REPORTING
PERSON |
9. |
SOLE
DISPOSITIVE POWER
0 |
WITH |
10. |
SHARED
DISPOSITIVE POWER
6,695,999 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
6,695,999 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
6.77% |
14. |
TYPE OF REPORTING PERSON
HC; OO |
CUSIP No. 09060J106 |
SCHEDULE
13D |
Page 5 of 12 |
1. |
NAME OF REPORTING PERSON:
Alec N. Litowitz
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3. |
SEC USE ONLY
|
4. |
SOURCE OF FUNDS
OO
|
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
|
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER OF
SHARES |
7. |
SOLE
VOTING POWER
0 |
BENEFICIALLY
OWNED BY |
8. |
SHARED
VOTING POWER
6,695,999 |
EACH REPORTING
PERSON |
9. |
SOLE
DISPOSITIVE POWER
0 |
WITH |
10. |
SHARED
DISPOSITIVE POWER
6,695,999 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
6,695,999 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
6.77% |
14. |
TYPE OF REPORTING PERSON
HC; IN |
SCHEDULE 13D
| item 1. | security and issuer |
This
Schedule 13D (this “Statement”) relates to the common stock, $0.001 par value (the “Shares”), of
BioDelivery Sciences International, Inc., a company incorporated in Delaware (the “Company”). The principal executive
offices of the Company is 4131 ParkLake Ave, Suite 225, Raleigh, NC, 27612.
| Item 2. | identity and background |
(a) The
persons filing this Statement are Magnetar Financial LLC, a Delaware limited liability company (“Magnetar Financial”),
Magnetar Capital Partners LP, a Delaware limited partnership (“Magnetar Capital Partners”), Supernova Management LLC,
a Delaware limited liability company (“Supernova Management”), and Alec N. Litowitz (“Mr. Litowitz”)
(collectively, the “Reporting Persons”).
This Statement relates to
Shares held for the accounts of each of (i) Magnetar PRA Master Fund Ltd, a Cayman Islands exempted company (“PRA Master Fund”),
(ii) Magnetar Constellation Fund II-PRA LP, a Delaware limited partnership (“Constellation Fund”), and (iii) Magnetar Systematic
Multi-Strategy Master Fund Ltd, a Cayman Islands exempted company, (“Systematic Master Fund”), and one Managed Account for
the clients of Magnetar Financial (the “Managed Account”), collectively (the “Funds”).
Magnetar Financial is a Securities
and Exchange Commission (“SEC”) registered investment adviser under Section 203 of the Investment Advisers Act of 1940,
as amended, and manager of investment funds and managed accounts. Magnetar Financial serves as investment adviser to each of the Funds.
In such capacity, Magnetar Financial exercises voting and investment power over the Shares held for the accounts of each of the Funds.
Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general
partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Litowitz.
(b) The
business address of each of the Reporting Persons is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.
(c) Each
of the Funds is a private investment fund; Magnetar Financial is a privately-held SEC registered investment adviser and manager of investment
funds and managed accounts; Magnetar Capital Partners is a privately-held limited partnership and serves as the sole member and parent
holding company of Magnetar Financial; Supernova Management is a privately-held limited liability company and is the general partner of
Magnetar Capital Partners; and Mr. Litowitz is a citizen of the United States of America, manager of Supernova Management and Chief Executive
Officer of Magnetar Financial.
(d) None
of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None
of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Magnetar
Financial is a Delaware limited liability company. Magnetar Capital Partners is a Delaware limited partnership. Supernova Management is
a Delaware limited liability company. Mr. Litowitz is a citizen of the United States of America.
| Item 3. | source and amount of funds or other consideration |
The aggregate amount of funds used by the Reporting
Persons in purchasing the 6,695,999 Shares reported herein on behalf of the Funds have come directly from the assets of the Funds, which
may at any given time, have included margin loans made by brokerage firms in the ordinary course of business. The aggregate amount of
funds used by the Reporting Persons in purchasing the Shares on behalf of the Funds was $37,097,900.74 (excluding commissions and other
execution-related costs).
| ITEM 4. | PURPOSE OF TRANSACTION |
The Reporting Persons acquired
the 6,695,999 Shares reported herein on behalf of the Funds after the public announcement of the Merger Agreement (as defined below) for
purposes of receiving the merger consideration described below upon consummation of the Merger (as described below).
Each of the Reporting Persons
reserves the right to acquire additional securities of the Company in the open market, in privately negotiated transactions, or otherwise,
to dispose of all or a portion of the Shares and/or other securities reported in this Statement, or to change their intention with respect
to any or all of the matters referred to in this Item 4.
Other than as described above
in this Item 4, the Reporting Persons do not have any plans or proposals that relate to, or would result in, any actions or events specified
in clauses (a) through (j) of Item 4 to Schedule 13D.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
The Company reported in their
Form 10-Q filed on November 13, 2021 that 102,061,623 Shares were issued and 98,795,939 Shares outstanding as of November 3, 2021.
(a) As
of the close of business February 23, 2022, each of the Reporting Persons may have been deemed to have beneficial ownership of 6,695,999
Shares, which consisted of (i) 3,866,322 Shares held for the benefit of PRA Master Fund, (ii) 2,071,023 Shares held for the benefit of
Constellation Fund, and (iii) 758,654 Shares held for the benefit of Systematic Master Fund, and all such Shares represented beneficial
ownership of approximately 6.77% of the Shares.
(b) As
of the close of business February 23, 2022, each of the Reporting Persons may have been deemed to share the power to vote and direct
the disposition of 6,695,999 Shares, which consisted of (i) 3,866,322 Shares held for the benefit of PRA Master Fund, (ii) 2,071,023
Shares held for the benefit of Constellation Fund, and (iii) 758,654 Shares held for the benefit of Systematic Master Fund and all such
Shares represented beneficial ownership of approximately 6.77% of the Shares.
(c) Except as set forth on Schedule A attached hereto and Item 6, the Funds had no transactions in the Shares during the 60
days preceding the date of filing of this Statement. All of the transactions set forth on Schedule A attached hereto were effected
in the ordinary course of business of Magnetar Financial for the accounts of each of the Funds. The transactions in the Shares set forth
on Schedule A were effected in open market transactions on the NASDAQ and various other trading markets.
As disclosed by the Company in the 8-K filed with the SEC on February
12, 2022:
On February 14, 2022, BioDelivery
Sciences International, Inc., a Delaware corporation (“BDSI”), entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Collegium Pharmaceutical, Inc., a Virginia corporation (“Collegium”), and Bristol Acquisition Company
Inc., a Delaware corporation and wholly owned subsidiary of Collegium (“Purchaser”).
Pursuant to the Merger Agreement,
upon the terms and subject to the conditions thereof, as promptly as practicable (but in no event more than 10 business days after the
date of the Merger Agreement), Purchaser will commence a cash tender offer (the “Offer”), to acquire all of the outstanding
shares (the “Shares”) of BDSI’s common stock, $0.001 par value per share (the “BDSI Common Stock”), at an
offer price of $5.60 per Share in cash, subject to applicable withholding taxes and without interest (the “Offer Price”).
The Offer will initially remain open for 20 business days from the date of commencement of the Offer, subject to extension under certain
circumstances.
(d) No
other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any Shares that are beneficially owned by the Reporting Persons.
| Item 6. | contracts, arrangements,
understandings or relationships with respect to the securities of the issuer |
Pursuant to Rule 13d-1(k)(1)
promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to
the joint filing of this Statement, and any amendment or amendments hereto.
Except as otherwise described herein, no contracts, arrangements,
understandings or similar relationships exist with respect to the securities of the Company among or between the Reporting Persons or
any other person or entity.
ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
| 99.1 | Joint Filing Agreement, dated as of February 24, 2022 among the Reporting Persons. |
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: February 24, 2022
|
magnetar
financial llc |
|
|
|
By: Magnetar Capital Partners LP,
its Sole Member |
|
|
|
By: |
/s/ Alec N. Litowitz |
|
|
Name: |
Alec N. Litowitz |
|
|
Title: |
Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP |
|
|
|
magnetar
capital partners LP |
|
|
|
By: |
/s/ Alec N. Litowitz |
|
|
Name: |
Alec N. Litowitz |
|
|
Title: |
Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP |
|
|
|
supernova
management llc |
|
|
|
By: |
/s/ Alec N. Litowitz |
|
|
Name: |
Alec N. Litowitz |
|
|
Title: |
Manager |
|
|
|
/s/ Alec N. Litowitz |
|
Alec N. Litowitz |
SCHEDULE A
Funds
Date | | |
Number of Shares Bought | | |
Price Per Share($) (1)(2) | |
| 12/20/2021 | | |
| 596,526 | | |
| 3.05611 (3) | |
| 12/31/2021 | | |
| 120,409 | | |
| 3.05928 (4) | |
| 1/5/2022 | | |
| 25,000 | | |
| 3.10980 (5) | |
| 1/6/2022 | | |
| 25,000 | | |
| 3.04916 (6) | |
| 1/10/2022 | | |
| 25,000 | | |
| 3.12491 (7) | |
| 1/11/2022 | | |
| 40,000 | | |
| 3.08027 (8) | |
| 1/12/2022 | | |
| 50,000 | | |
| 3.07290 (9) | |
| 1/14/2022 | | |
| 25,000 | | |
| 3.01988 (10) | |
| 1/19/2022 | | |
| 25,000 | | |
| 3.01990 (11) | |
| 2/1/2022 | | |
| 41,420 | | |
| 3.69750 (12) | |
| 2/7/2022 | | |
| 21,110 | | |
| 3.67627 (13) | |
| 2/14/2022 | | |
| 5,173,749 | | |
| 5.53661 (14) | |
| 2/15/2022 | | |
| 1,192,510 | | |
| 5.55052 (15) | |
| 2/16/2022 | | |
| 329,740 | | |
| 5.56136 (16) | |
(1) Excludes commissions and
other execution-related costs.
(2) Upon request by the staff of the Securities and Exchange
Commission, full information regarding the number of shares bought or sold (as the case may be) at each separate price will be provided.
(3) Reflects a weighted average purchase price
of $3.05611 per share, at prices ranging from $2.70 to $3.33 per share.
(4) Reflects a weighted average purchase price
of $3.05928 per share, at prices ranging from $3.07 to $3.15 per share.
(5) Reflects a weighted average purchase price
of $3.10980 per share, at prices ranging from $3.11to $3.12 per share.
(6) Reflects a weighted average purchase price
of $3.04916 per share, at prices ranging from $3.04 to $3.06 per share.
(7) Reflects a weighted average purchase price
of $3.12491 per share, at prices ranging from $3.12 to $3.13 per share.
(8) Reflects a weighted average purchase price
of $3.08027 per share, at prices ranging from $3.08 to $3.08 per share.
(9) Reflects a weighted average purchase price
of $3.07290 per share, at prices ranging from $3.05 to $3.09 per share.
(10) Reflects a weighted average purchase price
of $3.01988 per share, at prices ranging from $3.02 to $3.02 per share.
(11) Reflects a weighted average purchase price
of $3.01990 per share, at prices ranging from $3.02 to $3.02 per share.
(12) Reflects a weighted average purchase price
of $3.69750 per share, at prices ranging from $3.55 to $3.76 per share.
(13) Reflects a weighted average purchase price
of $3.67627 per share, at prices ranging from $3.60 to $3.73 per share.
(14) Reflects a weighted average purchase price
of $5.53661 per share, at prices ranging from $5.50 to $5.57 per share.
(15) Reflects a weighted average purchase price
of $5.55052 per share, at prices ranging from $5.54 to $5.56 per share.
(16) Reflects a weighted average purchase price
of $5.56136 per share, at prices ranging from $5.54 to $5.57 per share.
Funds
Date | | |
Number of Shares (Sold) | | |
Price Per Share($) (1)(2) | |
| 1/21/2022 | | |
| (75,000) | | |
| 3.40255 (17) | |
| 1/24/2022 | | |
| (50,000) | | |
| 3.60392 (18) | |
| 2/14/2022 | | |
| (2,330,592) | | |
| 5.55105 (19) | |
(17) Reflects a weighted average purchase price
of $3.40255 per share, at prices ranging from $3.33 to $3.46 per share.
(18) Reflects a weighted average purchase price
of $3.60392 per share, at prices ranging from $3.57 to $3.72 per share.
(19) Reflects a weighted average purchase price
of $5.51105 per share, at prices ranging from $5.50 to $5.53 per share.
EXHIBIT INDEX