Initial Statement of Beneficial Ownership (3)
13 August 2022 - 1:38AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Athyrium Opportunities IV Acquisition 2 LP |
2. Date of Event Requiring Statement (MM/DD/YYYY)
8/8/2022
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3. Issuer Name and Ticker or Trading Symbol
RVL Pharmaceuticals plc [RVLP]
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(Last)
(First)
(Middle)
505 FIFTH AVENUE, FLOOR 18 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
NEW YORK, NY 10017
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Ordinary Shares | 8148832 | I | See footnotes (1)(2) |
Ordinary Shares | 6451612 | I | See footnotes (2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Warrants | 10/12/2021 | 4/14/2025 | Ordinary Shares | 2000000 | $3.10 | I | See footnote (1)(2) |
Explanation of Responses: |
(1) | Represents securities held by Athyrium Opportunities IV Acquisition 2 LP ("Acquisition 2"). Athyrium Opportunities Associates IV GP LLC ("Associates IV GP") is the general partner of Athyrium Opportunities Associates IV LP, which is the general partner of Acquisition 2. Athyrium Funds GP Holdings LLC ("Holdings") is the managing member of Associates IV GP. Jeffery Ferrell is the managing member of Holdings. |
(2) | Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. |
(3) | Represents securities held by Athyrium Opportunities IV Co-Invest 2 LP ("Co-Invest"). Athyrium Opportunities Associates IV Co-Invest LLC ("Co-Invest GP") is the general partner of Co-Invest. Holdings is the managing member of Co-Invest GP. Jeffery Ferrell is the managing member of Holdings. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Athyrium Opportunities IV Acquisition 2 LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY 10017 |
| X |
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Athyrium Opportunities IV Co-invest 2 LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY 10017 |
| X |
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Athyrium Opportunities Associates IV LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY 10017 |
| X |
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Athyrium Opportunities Associates IV GP LLC 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY 10017 |
| X |
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Athyrium Funds GP Holdings LLC 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY 10017 |
| X |
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Athyrium Opportunities Associates IV Co-Invest LLC 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY 10017 |
| X |
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Ferrell Jeffrey 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY 10017 |
| X |
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Signatures
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/s/ Athyrium Opportunities IV Acquisition 2 LP, by Athyrium Opportunities Associates IV LP, its General Partner, by Athyrium Opportunities Associates IV GP LLC, its General Partner, by Andrew Hyman, Senior Vice President, Secretary | | 8/12/2022 |
**Signature of Reporting Person | Date |
/s/ Athyrium Opportunities Associates IV LP, by Athyrium Opportunities Associates IV GP LLC, its General Partner, by Andrew Hyman, Senior Vice President, Secretary | | 8/12/2022 |
**Signature of Reporting Person | Date |
/s/ Athyrium Opportunities Associates IV GP LLC, by Andrew Hyman, Senior Vice President, Secretary | | 8/12/2022 |
**Signature of Reporting Person | Date |
/s/ Athyrium Opportunities IV Co-Invest 2 LP, by Athyrium Opportunities IV Co-Invest LLC, its General Partner, by Andrew Hyman, Senior Vice President, Secretary | | 8/12/2022 |
**Signature of Reporting Person | Date |
/s/ Athyrium Opportunities Associates IV Co-Invest LLC, by Andrew Hyman, Senior Vice President, Secretary | | 8/12/2022 |
**Signature of Reporting Person | Date |
/s/ Athyrium Funds GP Holdings LLC, by Jeffrey A. Ferrell, Managing Member | | 8/12/2022 |
**Signature of Reporting Person | Date |
/s/ Jeffrey A. Ferrell | | 8/12/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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