CUSIP NO. 47010C409
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13G
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1 of 8 Pages
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 1 – Exit Filing
) *
Jaguar
Health, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per
share
(Title of Class of Securities)
47010C409
(CUSIP Number)
December 3 , 2020
(Date of Event which
Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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).
Continued on following pages
Page 1 of 8 Pages
CUSIP NO. 47010C409
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13G
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Page
2 of 8 Pages
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1. Names
of Reporting Persons.
Sagard Capital Partners, L.P.
2. Check
the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
3. SEC
Use Only
4. Citizenship
or Place of Organization
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. Sole
Voting Power 0
6. Shared
Voting Power 1,910,0431
7. Sole
Dispositive Power 0
8. Shared
Dispositive Power 1,910,0431
9. Aggregate
Amount Beneficially Owned by Each Reporting Person
1,910,0431
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
11. Percent
of Class Represented by Amount in Row (9)
2.8%2
1
Consists of (i) 1,144,737 shares of voting common stock of the Issuer, par value $0.0001 per share (“Common
Stock”) and (ii) shares of Common Stock issuable upon the exercise of a Common Stock Purchase Warrant, which is currently
exercisable for 765,306 shares of Common Stock.
2
Based on shares of Common Stock outstanding as of November 6, 2020, as disclosed in the Issuer’s Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2020, that was filed by the Issuer with the U.S. Securities
and Exchange Commission on November 16, 2020, plus the shares of Common Stock issuable upon the exercise of the Common Stock Purchase
Warrant described above.
CUSIP NO. 47010C409
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13G
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Page
3 of 8 Pages
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12. Type
of Reporting Person:
PN
CUSIP NO. 47010C409
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13G
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Page
4 of 8 Pages
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Names of Reporting Persons.
Sagard Capital Partners GP, Inc.
2. Check
the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
3. SEC
Use Only
4. Citizenship
or Place of Organization
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. Sole
Voting Power 0
6. Shared
Voting Power 1,910,0433
7. Sole
Dispositive Power 0
8. Shared
Dispositive Power 1,910,0433
9. Aggregate
Amount Beneficially Owned by Each Reporting Person
1,910,0433
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
11. Percent
of Class Represented by Amount in Row (9)
2.8%4
12. Type
of Reporting Person:
CO
3
See footnote 1 on first page.
4
See footnote 2 on first page.
CUSIP NO. 47010C409
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13G
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Page
5 of 8 Pages
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Names of Reporting Persons.
Sagard Capital Partners Management Corp.
2. Check
the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
3. SEC
Use Only
4. Citizenship
or Place of Organization
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. Sole
Voting Power 0
6. Shared
Voting Power 1,910,0435
7. Sole
Dispositive Power 0
8. Shared
Dispositive Power 1,910,0435.
9. Aggregate
Amount Beneficially Owned by Each Reporting Person
1,910,0435
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
11. Percent
of Class Represented by Amount in Row (9)
2.8%6
12. Type
of Reporting Person:
CO
5
See footnote 1 on first page.
6
See footnote 2 on first page.
CUSIP NO. 47010C409
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13G
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Item 1(a).
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Name of Issuer:
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Jaguar Health, Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive
Offices:
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200 Pine Street, Suite 400
San Francisco, CA 94104
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Item 2(a).
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Name of Persons Filing:
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This Amendment No. 1 (“Amendment”),
filed on behalf of Sagard Capital Partners, L.P., a Delaware limited partnership (“Sagard”), Sagard Capital
Partners GP, Inc., a Delaware corporation (“GP”), and Sagard Capital Partners Management Corp., a Delaware
corporation (“Manager,” and together with Sagard and GP, the “Reporting Persons”), amends
and supplements the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on September 11,
2020 (the “Schedule 13G”).
Sagard is the direct owner
of the securities of the Issuer reported herein as beneficially owned by each of the Reporting Persons. GP is the general partner
of Sagard and Manager is the investment manager of Sagard.
As a result of direct and indirect
securities holdings, Power Corporation of Canada (“PCC”) and the Desmarais Family Residuary Trust (the “Trust”),
which was created on October 8, 2013 under the Last Will and Testament of Paul G. Desmarais, the trustees of which are Paul
Desmarais, Jr., André Desmarais, Sophie Desmarais, Michel Plessis-Bélair and Guy Fortin, may be deemed to control
the Reporting Persons. Decisions with respect to voting the shares of PCC held directly and indirectly by the Trust are determined
by a majority of the trustees, excluding Sophie Desmarais. PCC, a corporation organized under the laws of Canada, is an international
management and holding company with its principal place of business at 751 Victoria Square, Montreal (Québec), Canada H2Y
2J3. The Trust was formed under the laws of Québec and has its address at 759 Square Victoria, Montreal (Québec),
Canada H2Y 2J7. Sagard Holdings Inc. (“Holdings”), a corporation organized under the laws of Canada, is a limited
partner of Sagard and the sole stockholder of Manager and also may be deemed to control the Reporting Persons. Holdings has its
address at 751 Victoria Square, Montreal (Québec), Canada H2Y 2J3.
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Item 2(b).
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Address of Principal Business Office or, if
None, Residence:
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For each of the Reporting Persons,
the principal business address, which also serves as the principal office, is 280 Park Avenue, 3rd Floor West, New York, NY 10017.
All Reporting Persons are organized under
the laws of the state of Delaware.
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Item 2(d).
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Title of Class of Securities:
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Common stock, $0.0001 par value (the “Shares”)
47010C409
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Item 3.
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If This Statement is Filed Pursuant to §§240.13d-1(b) or
240.13d-2(b) or (c), Check Whether the Person Filing is a:
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Not applicable.
CUSIP NO. 47010C409
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13G
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The
information in Items 1 and 5 through 11 on each of the cover pages of this Amendment is hereby incorporated by reference.
The filing of this Amendment represents the final amendment to the Schedule 13G and constitutes an exit filing for the
Reporting Persons.
The filing of this Amendment
shall not be construed as an admission that any Reporting Person is, for the purposes of Section 13(d) or 13(g) of
the Securities Exchange Act of 1934, as amended, the beneficial owner of the shares reported herein. Each Reporting Person disclaims
beneficial ownership of such shares except to the extent of its interest therein.
In accordance with Securities
and Exchange Commission Release No. 34-39538 (January 12, 1998) (the “Release”) this filing reflects
the securities beneficially owned by the Reporting Persons and PCC. The filing does not reflect securities beneficially owned,
if any, by any subsidiaries of PCC whose ownership of securities is disaggregated from that of PCC in accordance with the Release.
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Item 5.
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Ownership of Five Percent or Less of a Class:
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following: x
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Item 6.
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Ownership of More than Five Percent on Behalf of
Another Person:
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Not applicable
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Item 7.
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Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company or Control Person:
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Not applicable
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Item 8.
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Identification and Classification of Members of
the Group:
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Not applicable
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Item 9.
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Notice of Dissolution of Group:
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Not applicable
By signing below I certify that,
to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP NO. 47010C409
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13G
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Page
8 of 8 Pages
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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 11, 2021
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SAGARD CAPITAL PARTNERS, L.P.
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By:
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Sagard Capital Partners GP, Inc., its
general partner
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By:
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/s/ Samuel
Robinson
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Name:
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Samuel Robinson
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Title:
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President
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SAGARD CAPITAL PARTNERS GP, INC.
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By:
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/s/ Samuel
Robinson
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Name:
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Samuel Robinson
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Title:
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President
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SAGARD CAPITAL PARTNERS MANAGEMENT
CORP.
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By:
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/s/ Samuel
Robinson
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Name:
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Samuel Robinson
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Title:
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President
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