UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
Under the Securities Exchange Act of
1934
(Amendment No. 2) *
Protagonist
Therapeutics, Inc.
|
(Name of Issuer)
|
Common Stock, par value $0.00001 per share
|
(Title of Class of Securities)
|
74366E102
|
(Cusip Number)
|
December 31, 2019
|
(Date of Event which Requires Filing of
this Statement)
|
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
o
Rule 13d-1(b)
x Rule
13d-1(c)
o
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 31 Pages
Exhibit Index Found on Page 31
13G
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Partners, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒**
** The
reporting persons making this filing hold an aggregate of 1,500,000 Shares (as defined in Item 2) and hold Warrants (as
defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares. Due to exercise limitations set
forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an
aggregate of 1,353,098 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the
reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page,
however, is a beneficial owner only of the Shares reported by it on this cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
527,823 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
527,823 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
527,823 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.9% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
___________________________
1Includes 250,323 Shares for which Warrants currently
are exercisable. Excludes 27,177 Shares for which Warrants are not currently exercisable due to the Beneficial Ownership Limitation
(as defined in the Preliminary Note).
13G
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒**
** The
reporting persons making this filing hold an aggregate of 1,500,000 Shares (as defined in Item 2) and hold Warrants (as
defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares. Due to exercise limitations set
forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an
aggregate of 1,353,098 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the
reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page,
however, is a beneficial owner only of the Shares reported by it on this cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
556,354 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
556,354 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
556,354 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.0% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
___________________________
1 Includes
263,854 Shares for which Warrants currently are exercisable. Excludes 28,646 Shares for which Warrants are not currently exercisable
due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
13G
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners II, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒**
** The
reporting persons making this filing hold an aggregate of 1,500,000 Shares (as defined in Item 2) and hold Warrants (as
defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares. Due to exercise limitations set
forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an
aggregate of 1,353,098 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the
reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page,
however, is a beneficial owner only of the Shares reported by it on this cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
99,858 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
99,858 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,858 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
___________________________
1 Includes 47,358 Shares
for which Warrants currently are exercisable. Excludes 5,142 Shares for which Warrants are not currently exercisable due to the
Beneficial Ownership Limitation (as defined in the Preliminary Note).
13G
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners III, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒**
** The
reporting persons making this filing hold an aggregate of 1,500,000 Shares (as defined in Item 2) and hold Warrants (as
defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares. Due to exercise limitations set
forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an
aggregate of 1,353,098 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the
reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page,
however, is a beneficial owner only of the Shares reported by it on this cover page.
|
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
64,290 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
64,290 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,290 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
___________________________
1 Includes 30,490 Shares
for which Warrants currently are exercisable. Excludes 3,310 Shares for which Warrants are not currently exercisable due to the
Beneficial Ownership Limitation (as defined in the Preliminary Note).
13G
1
|
NAMES OF REPORTING PERSONS
Four Crossings Institutional Partners V, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒**
** The
reporting persons making this filing hold an aggregate of 1,500,000 Shares (as defined in Item 2) and hold Warrants (as
defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares. Due to exercise limitations set
forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an
aggregate of 1,353,098 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the
reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page,
however, is a beneficial owner only of the Shares reported by it on this cover page.
|
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
85,593 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
85,593 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,593 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
___________________________
1 Includes
40,593 Shares for which Warrants currently are exercisable. Excludes 4,407 Shares for which Warrants are not currently exercisable
due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
13G
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Offshore Investors II, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒**
** The
reporting persons making this filing hold an aggregate of 1,500,000 Shares (as defined in Item 2) and hold Warrants (as
defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares. Due to exercise limitations set
forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an
aggregate of 1,353,098 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the
reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page,
however, is a beneficial owner only of the Shares reported by it on this cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
1,419,322 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
1,419,322 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,419,322 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
___________________________
1 Includes
673,122 Shares for which Warrants currently are exercisable. Excludes 73,078 Shares for which Warrants are not currently exercisable
due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
13G
1
|
NAMES OF REPORTING PERSONS
Farallon Capital (AM) Investors, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒**
** The
reporting persons making this filing hold an aggregate of 1,500,000 Shares (as defined in Item 2) and hold Warrants (as
defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares. Due to exercise limitations set
forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an
aggregate of 1,353,098 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the
reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page,
however, is a beneficial owner only of the Shares reported by it on this cover page.
|
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
28,531 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
28,531 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,531 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
___________________________
1 Includes 13,531 Shares
for which Warrants currently are exercisable. Excludes 1,469 Shares for which Warrants are not currently exercisable due to the
Beneficial Ownership Limitation (as defined in the Preliminary Note).
13G
1
|
NAMES OF REPORTING PERSONS
Farallon Capital F5 Master I, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒**
** The
reporting persons making this filing hold an aggregate of 1,500,000 Shares (as defined in Item 2) and hold Warrants (as
defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares. Due to exercise limitations set
forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an
aggregate of 1,353,098 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the
reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page,
however, is a beneficial owner only of the Shares reported by it on this cover page.
|
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
71,327 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
71,327 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,327 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
___________________________
1 Includes 33,827 Shares
for which Warrants currently are exercisable. Excludes 3,673 Shares for which Warrants are not currently exercisable due to the
Beneficial Ownership Limitation (as defined in the Preliminary Note).
13G
1
|
NAMES OF REPORTING PERSONS
Farallon Partners, L.L.C.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒**
** The
reporting persons making this filing hold an aggregate of 1,500,000 Shares (as defined in Item 2) and hold Warrants (as
defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares. Due to exercise limitations set
forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an
aggregate of 1,353,098 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the
reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page,
however, is a beneficial owner only of the Shares reported by it on this cover page.
|
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
2,781,771 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
2,781,771 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,781,771 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
___________________________
1
Includes 1,319,271 Shares for which Warrants currently are exercisable. Excludes
143,229 Shares for which Warrants are not currently exercisable due to the Beneficial Ownership Limitation (as defined in the
Preliminary Note).
13G
1
|
NAMES OF REPORTING PERSONS
Farallon Institutional (GP) V, L.L.C.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒**
** The
reporting persons making this filing hold an aggregate of 1,500,000 Shares (as defined in Item 2) and hold Warrants (as
defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares. Due to exercise limitations set
forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an
aggregate of 1,353,098 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the
reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page,
however, is a beneficial owner only of the Shares reported by it on this cover page.
|
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
85,593 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
85,593 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,593 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
___________________________
1 Includes 40,593 Shares
for which Warrants currently are exercisable. Excludes 4,407 Shares for which Warrants are not currently exercisable due to the
Beneficial Ownership Limitation (as defined in the Preliminary Note).
13G
1
|
NAMES OF REPORTING PERSONS
Farallon F5 (GP), L.L.C.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒**
** The
reporting persons making this filing hold an aggregate of 1,500,000 Shares (as defined in Item 2) and hold Warrants (as
defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares. Due to exercise limitations set
forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an
aggregate of 1,353,098 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the
reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page,
however, is a beneficial owner only of the Shares reported by it on this cover page.
|
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
71,327 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
71,327 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,327 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
___________________________
1 Includes 33,827 Shares
for which Warrants currently are exercisable. Excludes 3,673 Shares for which Warrants are not currently exercisable due to the
Beneficial Ownership Limitation (as defined in the Preliminary Note).
13G
1
|
NAMES OF REPORTING PERSONS
Philip D. Dreyfuss
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒**
** The
reporting persons making this filing hold an aggregate of 1,500,000 Shares (as defined in Item 2) and hold Warrants (as
defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares. Due to exercise limitations set
forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an
aggregate of 1,353,098 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the
reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page,
however, is a beneficial owner only of the Shares reported by it on this cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
2,853,098 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
2,853,098 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,853,098 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
___________________________
1 Includes 1,353,098 Shares
for which Warrants currently are exercisable. Excludes 146,902 Shares for which Warrants are not currently exercisable due to
the Beneficial Ownership Limitation (as defined in the Preliminary Note).
13G
1
|
NAMES OF REPORTING PERSONS
Michael B. Fisch
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒**
** The
reporting persons making this filing hold an aggregate of 1,500,000 Shares (as defined in Item 2) and hold Warrants (as
defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares. Due to exercise limitations set
forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an
aggregate of 1,353,098 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the
reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page,
however, is a beneficial owner only of the Shares reported by it on this cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
2,853,098 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
2,853,098 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,853,098 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
___________________________
1 Includes 1,353,098
Shares for which Warrants currently are exercisable. Excludes 146,902 Shares for which Warrants are not currently exercisable
due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
13G
1
|
NAMES OF REPORTING PERSONS
Richard B. Fried
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒**
** The
reporting persons making this filing hold an aggregate of 1,500,000 Shares (as defined in Item 2) and hold Warrants (as
defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares. Due to exercise limitations set
forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an
aggregate of 1,353,098 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the
reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page,
however, is a beneficial owner only of the Shares reported by it on this cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
2,853,098 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
2,853,098 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,853,098 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
___________________________
1 Includes 1,353,098
Shares for which Warrants currently are exercisable. Excludes 146,902 Shares for which Warrants are not currently exercisable
due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
13G
1
|
NAMES OF REPORTING PERSONS
David T. Kim
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒**
** The
reporting persons making this filing hold an aggregate of 1,500,000 Shares (as defined in Item 2) and hold Warrants (as
defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares. Due to exercise limitations set
forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an
aggregate of 1,353,098 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the
reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page,
however, is a beneficial owner only of the Shares reported by it on this cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
2,853,098 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
2,853,098 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,853,098 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
___________________________
1 Includes 1,353,098
Shares for which Warrants currently are exercisable. Excludes 146,902 Shares for which Warrants are not currently exercisable
due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
13G
1
|
NAMES OF REPORTING PERSONS
Monica R. Landry [See Item 2.]
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒**
** The
reporting persons making this filing hold an aggregate of 1,500,000 Shares (as defined in Item 2) and hold Warrants (as
defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares. Due to exercise limitations set
forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an
aggregate of 1,353,098 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the
reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page,
however, is a beneficial owner only of the Shares reported by it on this cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
-0-
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
13G
1
|
NAMES OF REPORTING PERSONS
Michael G. Linn
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒**
** The
reporting persons making this filing hold an aggregate of 1,500,000 Shares (as defined in Item 2) and hold Warrants (as
defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares. Due to exercise limitations set
forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an
aggregate of 1,353,098 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the
reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page,
however, is a beneficial owner only of the Shares reported by it on this cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
2,853,098 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
2,853,098 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,853,098 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
___________________________
1 Includes 1,353,098
Shares for which Warrants currently are exercisable. Excludes 146,902 Shares for which Warrants are not currently exercisable
due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
13G
1
|
NAMES OF REPORTING PERSONS
Rajiv A. Patel
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒**
** The
reporting persons making this filing hold an aggregate of 1,500,000 Shares (as defined in Item 2) and hold Warrants (as
defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares. Due to exercise limitations set
forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an
aggregate of 1,353,098 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the
reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page,
however, is a beneficial owner only of the Shares reported by it on this cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
2,853,098 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
2,853,098 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,853,098 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
___________________________
1 Includes 1,353,098
Shares for which Warrants currently are exercisable. Excludes 146,902 Shares for which Warrants are not currently exercisable
due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
13G
1
|
NAMES OF REPORTING PERSONS
Thomas G. Roberts, Jr.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒**
** The
reporting persons making this filing hold an aggregate of 1,500,000 Shares (as defined in Item 2) and hold Warrants (as
defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares. Due to exercise limitations set
forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an
aggregate of 1,353,098 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the
reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page,
however, is a beneficial owner only of the Shares reported by it on this cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
2,853,098 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
2,853,098 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,853,098 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
___________________________
1 Includes 1,353,098
Shares for which Warrants currently are exercisable. Excludes 146,902 Shares for which Warrants are not currently exercisable
due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
13G
1
|
NAMES OF REPORTING PERSONS
William Seybold
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒**
** The
reporting persons making this filing hold an aggregate of 1,500,000 Shares (as defined in Item 2) and hold Warrants (as
defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares. Due to exercise limitations set
forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an
aggregate of 1,353,098 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the
reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page,
however, is a beneficial owner only of the Shares reported by it on this cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
2,853,098 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
2,853,098 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,853,098 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
___________________________
1 Includes 1,353,098
Shares for which Warrants currently are exercisable. Excludes 146,902 Shares for which Warrants are not currently exercisable
due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
13G
1
|
NAMES OF REPORTING PERSONS
Andrew J. M. Spokes
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒**
** The
reporting persons making this filing hold an aggregate of 1,500,000 Shares (as defined in Item 2) and hold Warrants (as
defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares. Due to exercise limitations set
forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an
aggregate of 1,353,098 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the
reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page,
however, is a beneficial owner only of the Shares reported by it on this cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
2,853,098 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
2,853,098 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,853,098 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
___________________________
1 Includes 1,353,098
Shares for which Warrants currently are exercisable. Excludes 146,902 Shares for which Warrants are not currently exercisable
due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
13G
1
|
NAMES OF REPORTING PERSONS
John R. Warren
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒**
** The
reporting persons making this filing hold an aggregate of 1,500,000 Shares (as defined in Item 2) and hold Warrants (as
defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares. Due to exercise limitations set
forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an
aggregate of 1,353,098 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the
reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page,
however, is a beneficial owner only of the Shares reported by it on this cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
2,853,098 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
2,853,098 1
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,853,098 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
___________________________
1 Includes 1,353,098
Shares for which Warrants currently are exercisable. Excludes 146,902 Shares for which Warrants are not currently exercisable
due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
13G
1
|
NAMES OF REPORTING PERSONS
Mark C. Wehrly
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒**
** The
reporting persons making this filing hold an aggregate of 1,500,000 Shares (as defined in Item 2) and hold Warrants (as
defined in the Preliminary Note) exercisable for up to an aggregate of 1,500,000 Shares. Due to exercise limitations set
forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an
aggregate of 1,353,098 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the
reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page,
however, is a beneficial owner only of the Shares reported by it on this cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
2,853,098 1
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
2,853,0981
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,853,098 1
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% 1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
___________________________
1 Includes 1,353,098
Shares for which Warrants currently are exercisable. Excludes 146,902 Shares for which Warrants are not currently exercisable
due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).
This Amendment No. 2 to Schedule
13G amends and restates in its entirety the Schedule 13G initially filed on August 20, 2018 (together with all prior and current
amendments thereto, this “Schedule 13G”).
Preliminary Note:
As of the date of this report, the Farallon Funds
hold an aggregate of: (i) 1,500,000 Shares; (ii) 750,000 Class A Common Stock Purchase Warrants (“Class A Warrants”),
each of which is exercisable, pursuant to the terms thereof, to purchase one Share; and (iii) 750,000 Class B Common Stock Purchase
Warrants (the “Class B Warrants” and, together with the Class A Warrants, the “Warrants”),
each of which is exercisable, pursuant to the terms thereof, to purchase one Share.
The terms of the Warrants provide
that Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 9.99% of the Shares then issued and outstanding
(the “Beneficial Ownership Limitation”). As of the date hereof, the Beneficial Ownership Limitation permits
the Farallon Funds to exercise: Class A Warrants for an aggregate of not more than 676,549 Shares; and Class B Warrants for an
aggregate of not more than 676,549 Shares. In providing the beneficial ownership information set forth herein, the Reporting Persons
have assumed that the aggregate remaining 73,451 Class A Warrants and the aggregate remaining 73,451 Class B Warrants held by
the Farallon Funds are not exercisable due to the Beneficial Ownership Limitation.
Capitalized terms used
in this Preliminary Note without definitions have the meanings ascribed to them below.
(a)
Name of Issuer:
Protagonist Therapeutics, Inc. (the “Company”)
(b) Address
of Issuer’s Principal Executive Offices:
7707 Gateway Blvd., Suite 140
Newark, CA 94560
|
Item 2.
|
Identity and Background
|
Title of Class of Securities and CUSIP
Number (Items 2(d) and (e))
This statement relates
to shares of Common Stock, par value $0.00001 per share (the “Shares”), of the Company. The CUSIP number of
the Shares is 74366E102.
Name of Persons Filing, Address of Principal Business
Office and Citizenship (Items 2(a), (b) and (c))
This statement is filed
by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”.
The Farallon Funds
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(i)
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Farallon Capital Partners, L.P., a California limited partnership (“FCP”), with
respect to the Shares held by it and the Shares that as of the date hereof it has the right to acquire upon the exercise of Warrants;
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(ii)
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Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”),
with respect to the Shares held by it and the Shares that as of the date hereof it has the right to acquire upon the exercise of
Warrants;
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(iii)
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Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP
II”), with respect to the Shares held by it and the Shares that as of the date hereof it has the right to acquire upon
the exercise of Warrants;
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(iv)
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Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP
III”), with respect to the Shares held by it and the Shares that as of the date hereof it has the right to acquire upon
the exercise of Warrants;
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(v)
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Four Crossings Institutional Partners, L.P., a Delaware limited partnership (“FCIP V”),
with respect to the Shares held by it and the Shares that as of the date hereof it has the right to acquire upon the exercise of
Warrants;
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(vi)
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Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership (“FCOI
II”), with respect to the Shares held by it and the Shares that as of the date hereof it has the right to acquire upon
the exercise of Warrants;
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(vii)
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Farallon Capital (AM) Investors, L.P., a Delaware limited partnership (“FCAMI”),
with respect to the Shares held by it and the Shares that as of the date hereof it has the right to acquire upon the exercise of
Warrants; and
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(viii)
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Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership (“F5MI”),
with respect to the Shares held by it and the Shares that as of the date hereof it has the right to acquire upon the exercise of
Warrants.
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FCP, FCIP, FCIP II,
FCIP III, FCIP V, FCOI II, FCAMI and F5MI are together referred to herein as the “Farallon Funds.”
The Farallon General Partner
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(ix)
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Farallon Partners, L.L.C., a Delaware limited liability company (the “Farallon General
Partner”), which is (i) the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and (ii) the sole
member of the FCIP V General Partner (as defined below), with respect to the Shares held by each of the Farallon Funds other than
F5MI and the Shares that as of the date hereof each of the Farallon Funds other than F5MI has the right to acquire upon the exercise
of Warrants.
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The FCIP V General Partner
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(x)
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Farallon Institutional (GP) V, L.L.C., a Delaware limited liability company (the “FCIP
V General Partner”), which is the general partner of FCIP V, with respect to the Shares held by FCIP V and the Shares
that as of the date hereof FCIP V has the right to acquire upon the exercise of Warrants.
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The F5MI General Partner
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(xi)
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Farallon F5 (GP), L.L.C., a Delaware limited liability company (the “F5MI General Partner”),
which is the general partner of F5MI, with respect to the Shares held by F5MI and the Shares that as of the date hereof F5MI has
the right to acquire upon the exercise of Warrants.
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The Farallon Individual Reporting Persons
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(xii)
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The
following persons, each of whom is a managing member or senior managing member, as the
case may be, of the Farallon General Partner and a manager or senior manager, as the
case may be, of the FCIP V General Partner and the F5MI General Partner, with respect
to the Shares held by the Farallon Funds and the Shares that as of the date hereof the
Farallon Funds have the right to acquire upon the exercise of Warrants: Philip D. Dreyfuss
(“Dreyfuss”), Michael B. Fisch (“Fisch”), Richard
B. Fried (“Fried”), David T. Kim (“Kim”), Michael
G. Linn (“Linn”), Rajiv A. Patel (“Patel”), Thomas
G. Roberts, Jr. (“Roberts”), William Seybold (“Seybold”),
Andrew J. M. Spokes (“Spokes”), John R. Warren (“Warren”)
and Mark C. Wehrly (“Wehrly”).
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Dreyfuss, Fisch,
Fried, Kim, Linn, Patel, Roberts, Seybold, Spokes, Warren and Wehrly are together referred to herein as the “Farallon
Individual Reporting Persons.”
This Schedule 13G
reports that effective December 31, 2019, Monica R. Landry (“Landry”), resigned as a member of the Farallon
General Partner, a manager of the FCIP V General Partner and a manager of the F5MI General Partner. Accordingly, as of that date,
Landry no longer may be deemed a beneficial owner of any Shares held by the Farallon Funds. Unless the context otherwise requires,
any reference herein to the “Farallon Individual Reporting Persons” shall not include Landry.
The citizenship
of each of the Farallon Funds, the Farallon General Partner, the FCIP V General Partner and the F5MI General Partner is set forth
above. Each of Landry and the Farallon Individual Reporting Persons, other than Spokes, is a citizen of the United States. Spokes
is a citizen of the United Kingdom. The address of the principal business office of each of the Reporting Persons is c/o Farallon
Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111.
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Item 3.
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If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether
the Person Filing Is an Entity Specified in (a) - (k):
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Not applicable.
The information required
by Items 4(a) – (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein
by reference for each such Reporting Person.
The Shares and
Warrants reported hereby for the Farallon Funds are owned directly by the Farallon Funds. The Farallon General Partner, as general
partner of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and the sole member of the FCIP V General Partner, may be deemed to
be a beneficial owner of all such Shares and Warrants owned by the Farallon Funds other than F5MI. The FCIP V General Partner,
as general partner of FCIP V, may be deemed to be a beneficial owner of all such Shares and Warrants owned by FCIP V. The F5MI
General Partner, as general partner of F5MI, may be deemed to be a beneficial owner of all such Shares and Warrants owned by F5MI.
Each of the Farallon Individual Reporting Persons, as a managing member or senior managing member, as the case may be, of the
Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V General Partner and the F5MI General
Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of all such Shares
and Warrants owned by the Farallon Funds. Each of the Farallon General Partner, the FCIP V General Partner, the F5MI General
Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares and Warrants.
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Item 5.
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Ownership of Five Percent or Less of a Class
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Not applicable.
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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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The Reporting Persons
are filing this Schedule 13G pursuant to Section 240.13d-1(c). Consistent with Item 2 of the cover page for each Reporting Person
above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
Item 10. Certification
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, other than activities solely
in connection with a nomination under §240.14a-11.
SIGNATURES
After reasonable inquiry
and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: February 13, 2020
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/s/ Michael B. Fisch
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FARALLON PARTNERS, L.L.C.,
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On its own behalf and
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As the General Partner of
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FARALLON CAPITAL PARTNERS, L.P.,
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FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
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FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
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FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
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Farallon Capital Offshore Investors II, L.P. and
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FARALLON CAPITAL (AM) INVESTORS, L.P.
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By Michael B. Fisch, Managing
Member
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/s/ Michael B. Fisch
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FARALLON INSTITUTIONAL (GP) V, L.L.C.
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On its own behalf and
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As the General Partner of
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FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.
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By
Michael B. Fisch, Manager
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/s/ Michael B. Fisch
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FARALLON F5 (GP), L.L.C.
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On its own behalf and
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As the General Partner of
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FARALLON CAPITAL F5 MASTER I, L.P.
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By
Michael B. Fisch, Manager
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/s/ Michael B. Fisch
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Michael
B. Fisch, individually and as attorney-in-fact for each of Philip D. Dreyfuss, Richard
B. Fried, David T. Kim, Monica R. Landry, Michael G. Linn, Rajiv A. Patel, Thomas G.
Roberts, Jr., William Seybold, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly
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The Power of Attorney executed by Landry authorizing
Fisch to sign and file this Schedule 13G on her behalf, which was filed as an exhibit to the Schedule 13D filed with the Securities
and Exchange Commission (the “SEC”) on August 26, 2014 by such Reporting Person with respect to the Common Stock of
Town Sports International Holdings Inc., is hereby incorporated by reference. The Powers of Attorney executed by each of Dreyfuss,
Fried, Kim, Linn, Patel, Roberts, Seybold, Spokes, Warren and Wehrly authorizing Fisch to sign and file this Schedule 13G on his
behalf, which were filed as exhibits to the Schedule 13G filed with the SEC on February 13, 2020 by such Reporting Persons with
respect to the Common Stock of Broadmark Realty Capital Inc., are hereby incorporated by reference.
EXHIBIT INDEX
EXHIBIT 1
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Joint Acquisition Statement Pursuant to Section
240.13d-1(k) (previously filed)
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Page 31 of 31 Pages
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