0001140361-16-068105.txt : 20160601 0001140361-16-068105.hdr.sgml : 20160601 20160601160929 ACCESSION NUMBER: 0001140361-16-068105 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160601 DATE AS OF CHANGE: 20160601 GROUP MEMBERS: SAK CORP GROUP MEMBERS: SETH A. KLARMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KERYX BIOPHARMACEUTICALS INC CENTRAL INDEX KEY: 0001114220 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 134087132 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78786 FILM NUMBER: 161689220 BUSINESS ADDRESS: STREET 1: 750 LEXINGTON AVENUE STREET 2: . CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-531-5965 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAUPOST GROUP LLC/MA CENTRAL INDEX KEY: 0001061768 IRS NUMBER: 043402144 STATE OF INCORPORATION: MA FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10 ST JAMES AVE STREET 2: SUITE 1700 CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-210-8300 MAIL ADDRESS: STREET 1: 10 ST JAMES AVE STREET 2: SUITE 1700 CITY: BOSTON STATE: MA ZIP: 02116 SC 13D/A 1 doc1.htm NONE Schedule 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*

Keryx Biopharmaceuticals, Inc.
(Name of Issuer)


Common Stock
(Title of Class of Securities)


492515101
(CUSIP Number)


Seth A. Klarman,  The Baupost Group, L.L.C.  10 St. James Avenue, Suite 1700,  Boston,  Massachusetts  02116  Phone : (617) 210-8300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


May 27, 2016
(Date of Event which Requires Filing of this Statement)



If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.    o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

1
NAMES OF REPORTING PERSONS
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
The Baupost Group, L.L.C.
04-3402144
    
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
 
(b)
x
   
3
SEC USE ONLY
   
     
   
4
SOURCE OF FUNDS
   
AF
    
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
 
o
 
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Commonwealth of Massachusetts
    
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
   
0
    
   
8
SHARED VOTING POWER
   
59,214,137
    
   
9
SOLE DISPOSITIVE POWER
   
0
    
   
10
SHARED DISPOSITIVE POWER
   
59,214,137
    
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
59,214,137
    
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
   
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
42.53%
   
   
14
TYPE OF REPORTING PERSON
   
IA
    
   
 
 
1
NAMES OF REPORTING PERSONS
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
SAK Corporation
04-3334541
    
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
 
(b)
x
   
3
SEC USE ONLY
   
     
   
4
SOURCE OF FUNDS
   
AF
    
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
 
o
 
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Commonwealth of Massachusetts
    
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
   
0
    
   
8
SHARED VOTING POWER
   
59,214,137
    
   
9
SOLE DISPOSITIVE POWER
   
0
    
   
10
SHARED DISPOSITIVE POWER
   
59,214,137
    
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
59,214,137
    
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
   
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
42.53%
   
   
14
TYPE OF REPORTING PERSON
   
HC
    
   
 
 
1
NAMES OF REPORTING PERSONS
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
Seth A. Klarman
    
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
 
(b)
x
   
3
SEC USE ONLY
   
     
   
4
SOURCE OF FUNDS
   
AF
    
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
 
o
 
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
The United States of America
    
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
   
0
    
   
8
SHARED VOTING POWER
   
59,214,137
    
   
9
SOLE DISPOSITIVE POWER
   
0
    
   
10
SHARED DISPOSITIVE POWER
   
59,214,137
    
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
59,214,137
    
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
   
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
42.53%
   
   
14
TYPE OF REPORTING PERSON
   
HC
    
   
 
 
 
 
Item 1.
Security and Issuer
  
 
 
Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) by the Reporting Persons with respect to the Common Stock of the Issuer on October 20, 2015 (the “Schedule 13D”). Terms defined in the Schedule 13D are used herein as so defined. Except as specifically provided herein, this amendment (“Amendment No. 1”) does not modify any of the information previously reported in the Schedule 13D.

No changes to Item 1 of the Schedule 13D are made by Amendment No. 1.
 
Item 2.
Identity and Background
  
 
 
(a)
No changes to Item 2 of the Schedule 13D are made by Amendment No. 1.

 
(b)

 
(c)

 
(d)

 
(e)

 
(f)
 
Item 3.
Source and Amount of Funds or Other Consideration
  
 
 
The information contained in Item 3 of the Schedule 13D is hereby amended by adding the following paragraph immediately following the first paragraph:

On May 27, 2016, the Issuer announced that at the Issuer’s Annual Meeting of Stockholders held on May 25, 2016 its stockholders approved an amendment to the Issuer’s Certificate of Incorporation to increase its authorized share capital by 50,000,000 shares of Common Stock. As a result of the increase in the authorized share capital, the Notes became convertible only into shares of the Issuer’s Common Stock. Based on the initial conversion rate, the $125 million aggregate principal amount of Notes is now convertible into 33,422,459 shares of Common Stock.
 
Item 4.
Purpose of Transaction
  
 
The information contained in Item 4 of the Schedule 13D is hereby amended by adding the following paragraph immediately following the first paragraph:

On May 27, 2016, the Issuer announced that at the Issuer’s Annual Meeting of Stockholders held on May 25, 2016 its stockholders approved an amendment to the Issuer’s Certificate of Incorporation to increase its authorized share capital by 50,000,000 shares of Common Stock. As a result of the increase in the authorized share capital, the Notes became convertible only into shares of the Issuer’s Common Stock. Based on the initial conversion rate, the $125 million aggregate principal amount of Notes is now convertible into 33,422,459 shares of Common Stock.

 
(a)

 
(b)

 
(c)

 
(d)

 
(e)

 
(f)

 
(g)

 
(h)

 
(i)

 
(j)
 
Item 5.
Interest in Securities of the Issuer
  
 
(a)
The responses to Items 7-13 on the cover pages are incorporated by reference herein.

 
(b)
The responses to Items 7-13 on the cover pages are incorporated by reference herein.

 
(c)
The information set forth in response to Item 3 is incorporated by reference herein.

 
 
Transaction Date Shares or Units Purchased (Sold) Price Per Share or Unit 
 
 
None
 None
 None
 

 
 

 
(d)
No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock set forth above.

 
(e)
Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
  
 
 
No changes to Item 6 of the Schedule 13D are made by Amendment No. 1.
 
Item 7.
Material to Be Filed as Exhibits
  
 
 
No changes to Item 7 of the Schedule 13D are made by Amendment No. 1.
 
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.

 
The Baupost Group, L.L.C.
  
       
June 01, 2016
By:
/s/ Seth A. Klarman
  
   
Chief Executive Officer and President
  
       
 
SAK Corporation
  
       
June 01, 2016
By:
/s/ Seth A. Klarman
  
   
President
  
       
 
Seth A. Klarman
  
       
June 01, 2016
By:
/s/ Seth A. Klarman
  
   
 
       
 
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Footnotes: 
 
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)