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QLT Inc.
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(Name of Issuer)
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Common Shares without par value
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(Title of Class of Securities)
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746927102
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(CUSIP Number)
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David Proshan
c/o Axial Capital Management, LLC
101 Park Avenue, 20th Floor
New York, New York 10178
(212) 716-2649
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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May 24, 2012
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(Date of Event Which Requires Filing of this Statement)
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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 ss.240.13D-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [X].
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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.
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* 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.
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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).
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CUSIP No.
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746927102
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Axial Capital Management, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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8,865,036
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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8,865,036
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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8,865,036
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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[_]
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CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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18.07%
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14.
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TYPE OF REPORTING PERSON
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IA
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CUSIP No.
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746927102
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Marc Andersen
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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8,865,036
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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8,865,036
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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8,865,036
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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[_]
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CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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18.07%
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14.
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TYPE OF REPORTING PERSON
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IN
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CUSIP No.
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746927102
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Eliav Assouline
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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8,865,036
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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8,865,036
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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8,865,036
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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[_]
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CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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18.07%
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14.
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TYPE OF REPORTING PERSON
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IN
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CUSIP No.
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746927102
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Axial Capital Master, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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7,851,943
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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7,851,943
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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7,851,943
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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[_]
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CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.00%
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14.
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TYPE OF REPORTING PERSON
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PN
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CUSIP No.
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M20157109
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Item 1.
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Security and Issuer.
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This Schedule 13D relates to the common stock, no par value (the "Shares"), of QLT, Inc. a company incorporated in British Columbia, Canada (the "Issuer"). The principal executive offices of the Issuer are located at 887 Great Northern Way, Suite 101, Vancouver, B.C., Canada V5T 4T5.
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Item 2.
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Identity and Background.
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(a)
(b)
(c)
and
(f)
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This statement is being filed by the following persons: Axial Capital Master, L.P., a Cayman Islands limited partnership (the "Partnership"), Axial Capital Management, LLC, a Delaware limited liability company (the "Investment Manager"), Marc Andersen, a citizen of the United States, and Eliav Assouline, a citizen of Canada.
The Partnership, the Investment Manager, Marc Andersen and Eliav Assouline are sometimes individually referred to herein as a "Reporting Person" and collectively as the "Reporting Persons."
The Partnership is principally engaged in the business of investing in securities. The business address and principal executive offices of the Partnership are located at c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9007, Cayman Islands.
The Investment Manager is principally engaged in the business of providing investment management services. The business address and principal executive offices of the Investment Manager are located at 101 Park Avenue, 20th Floor, New York, New York 10178.
Marc Andersen is a managing member of the Investment Manager and his business address is 101 Park Avenue, 20th Floor, New York, New York 10178.
Eliav Assouline is a managing member of the Investment Manager and his business address is 101 Park Avenue, 20th Floor, New York, New York 10178.
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(d),
(e)
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None of the Reporting Persons has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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 violations with respect to such laws.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The funds used for the acquisition of the Shares came from the working capital and/or an affiliate of the Reporting Persons.
No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.
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Item 4.
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Purpose of Transaction.
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The Reporting Persons previously filed a Schedule 13G with respect to the Shares on February 14, 2012. The Reporting Persons originally acquired Shares for investment in the ordinary course of business because they believed that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Representatives of the Reporting Persons have from time to time engaged in discussions with representatives of the Issuer and other shareholders regarding, among other things, the Issuer’s strategic direction and capital allocation policy. In addition, the Reporting Persons have been and may continue to be in contact with members of the Issuer's management, the Issuer's board of directors and others regarding their increasing unhappiness with the progress of the Issuer's business plan and dividend policy. Except as set forth herein or as would occur upon completion of any of the actions discussed herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may engage in discussions with management, the board of directors, other shareholders of the Issuer and other relevant parties concerning the business, operations, management, strategy and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, the outcome of the discussions referenced above, actions taken by the board of directors, the outcome of the election of the members of the board of directors at the Issuer's annual meeting, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional Shares or selling some or all of their Shares or any hedging or similar transactions with respect to the Shares and/or otherwise changing their intention with respect to any and all matters referred to in this Item 4 of Schedule 13D.
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Item 5.
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Interest in Securities of the Issuer.
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(a)
and
(b)
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As of the date hereof, the Partnership may be deemed to be the beneficial owner of and has shared voting and dispositive power of 7,851,943 Shares, constituting 16.00% of the Shares, based upon 49,070,638 Shares outstanding.
As of the date hereof, the Investment Manager has shared voting and dispositive power with respect to 8,865,036 Shares owned beneficially by private investment vehicles, including the Partnership, for which the Investment Manager serves as investment manager (the "Funds"), representing approximately 18.07% of the Issuer's outstanding Shares.
As of the date hereof, Marc Andersen, in his capacity as a managing member of the Investment Manager, has shared voting and dispositive power with respect to 8,865,036 Shares owned beneficially by the Funds, representing approximately 18.07% of the Issuer's outstanding Shares.
As of the date hereof, Eliav Assouline, in his capacity as a managing member of the Investment Manager, has shared voting and dispositive power with respect to 8,865,036 Shares owned beneficially by the Funds, representing approximately 18.07% of the Issuer's outstanding Shares.
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(c)
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None of the Reporting Persons has engaged in any transactions in the Shares during the past 60 days.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect
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To Securities of the Issuer.
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||
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Not Applicable.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit A: Agreement between the Reporting Persons to file jointly
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AXIAL CAPITAL MANAGEMENT, LLC
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By:
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/s/ Marc Andersen
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Title: Managing Member
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By:
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/s/ Eliav Assouline
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Title: Managing Member
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/s/ Marc Andersen
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Marc Andersen
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/s/ Eliav Assouline
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||||
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Eliav Assouline
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AXIAL CAPITAL MASTER, L.P.
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By:
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/s/ Marc Andersen
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Title: Managing Member of the General Partner
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By:
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/s/ Eliav Assouline
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|||
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Title: Managing Member of the General Partner
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AXIAL CAPITAL MANAGEMENT, LLC
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By:
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/s/ Marc Andersen
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Title: Managing Member
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||||
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By:
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/s/ Eliav Assouline
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Title: Managing Member
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||||
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/s/ Marc Andersen
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Marc Andersen
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/s/ Eliav Assouline
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||||
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Eliav Assouline
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AXIAL CAPITAL MASTER, L.P.
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By:
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/s/ Marc Andersen
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Title: Managing Member of the General Partner
|
||||
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By:
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/s/ Eliav Assouline
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Title: Managing Member of the General Partner
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