0001193125-15-050150.txt : 20150213 0001193125-15-050150.hdr.sgml : 20150213 20150213163253 ACCESSION NUMBER: 0001193125-15-050150 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 GROUP MEMBERS: JACOB GOTTLIEB GROUP MEMBERS: JG ASSET, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QLT INC CENTRAL INDEX KEY: 0001067947 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83791 FILM NUMBER: 15615252 BUSINESS ADDRESS: STREET 1: 887 GREAT NORTHERN WAY STREET 2: 604-872-7881 CITY: VANCOUVERBC STATE: A1 ZIP: V5T4T5 FORMER COMPANY: FORMER CONFORMED NAME: QLT PHOTOTHERAPEUTICS INC/BC DATE OF NAME CHANGE: 20000607 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Visium Asset Management, LP CENTRAL INDEX KEY: 0001377452 IRS NUMBER: 203313013 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE - 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-474-8800 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE - 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: Visium Asset Management LLC DATE OF NAME CHANGE: 20061004 SC 13G/A 1 d873566dsc13ga.htm SC 13G/A SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

QLT Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

746927102

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

x Rule 13d-1(b)**

 

x Rule 13d-1(c)**

 

¨ Rule 13d-1(d)

 

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

 

** This Schedule is being filed pursuant to Rule 13d-1(b) with respect to Visium Asset Management, LP, JG Asset, LLC and Jacob Gottlieb, and pursuant to Rule 13d1-(c) with respect to certain advisory clients of Visium Asset Management, LP.

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).

 

 

 

CUSIP No. 746927102     Page 2 of 11 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Visium Asset Management, LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨        (b)  ¨

  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

 

None

      6     

SHARED VOTING POWER

 

6,200 (See Item 4)

      7     

SOLE DISPOSITIVE POWER

 

None

      8     

SHARED DISPOSITIVE POWER

 

6,200 (See Item 4)

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,200 (See Item 4)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ¨

 

Not Applicable

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.0%

12  

TYPE OF REPORTING PERSON*

 

IA, PN

 

CUSIP No. 746927102     Page 3 of 11 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

JG Asset, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨        (b)  ¨

  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

 

None

      6     

SHARED VOTING POWER

 

6,200 (See Item 4)

      7     

SOLE DISPOSITIVE POWER

 

None

      8     

SHARED DISPOSITIVE POWER

 

6,200 (See Item 4)

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,200 (See Item 4)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ¨

 

Not Applicable

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.0%

12  

TYPE OF REPORTING PERSON*

 

HC, OO

 

CUSIP No. 746927102     Page 4 of 11 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Jacob Gottlieb

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨        (b)  ¨

  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

 

None

      6     

SHARED VOTING POWER

 

6,200 (See Item 4)

      7     

SOLE DISPOSITIVE POWER

 

None

      8     

SHARED DISPOSITIVE POWER

 

6,200 (See Item 4)

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,200 (See Item 4)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ¨

 

Not Applicable

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.0%

12  

TYPE OF REPORTING PERSON*

 

HC, IN

 

CUSIP No. 746927102     Page 5 of 11 Pages

 

Item 1    (a)    Name of Issuer:
      QLT Inc.
   (b)    Address of Issuer’s Principal Executive Offices:
      887 Great Northern Way, Suite 250
      Vancouver, B.C., Canada V5T 4T5
Item 2    (a) – (c)   

This statement is filed on behalf of the following:

     

(1)    Visium Asset Management, LP, a Delaware limited partnership (“VAM”), with its principal business office c/o Visium Asset Management, LP, 888 Seventh Avenue, New York, NY 10019.

     

(2)    JG Asset, LLC, a Delaware limited liability company (“JG Asset”), with its principal business office c/o Visium Asset Management, LP, 888 Seventh Avenue, New York, NY 10019. JG Asset is the General Partner of VAM.

     

(3)    Jacob Gottlieb (“Gottlieb”), a natural person, with his principal business office c/o Visium Asset Management, LP, 888 Seventh Avenue, New York, NY 10019. Gottlieb is the Managing Member of JG Asset.

   (d)    Title of Class of Securities:
      Common Stock, no par value
   (e)    CUSIP Number:
      746927102

CUSIP No. 746927102     Page 6 of 11 Pages

 

 

Item 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

¨    Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
¨    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
¨    Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
¨    Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
x    An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);*
¨    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
x    A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);*
¨    A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
¨    A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
¨    Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

* VAM is an “investment adviser” as described above and JG Asset and Gottlieb are each a “parent holding company or control person” as described above.

CUSIP No. 746927102     Page 7 of 11 Pages

 

Item 4 Ownership:

VAM

 

  (a) Amount Beneficially Owned:

By virtue of its position as investment manager to pooled investment vehicles, VAM may be deemed to beneficially own the 6,200 shares of the Company’s Common Stock beneficially owned by the pooled investment vehicles.

 

  (b) Percent of Class:

  0.0%

 

  (c) Number of Shares as to which person has:

 

  (i) sole power to vote or to direct vote:

None

 

  (ii) shared power to vote or to direct vote:

6,200 shares

 

  (iii) sole power to dispose or direct disposition of:

None

 

  (iv) shared power to dispose or to direct disposition of:

6,200 shares

CUSIP No. 746927102     Page 8 of 11 Pages

 

JG Asset

 

  (a) Amount Beneficially Owned:

  By virtue of its position as General Partner to VAM, JG Asset may be deemed to beneficially own the 6,200 shares of the Company’s Common Stock beneficially owned by VAM.

 

  (b) Percent of Class:

  0.0%

 

  (c) Number of Shares as to which person has:

 

  (i) sole power to vote or to direct vote:

None

 

  (ii) shared power to vote or to direct vote:

6,200 shares

 

  (iii) sole power to dispose or direct disposition of:

None

 

  (iv) shared power to dispose or to direct disposition of:

6,200 shares

Gottlieb

 

  (a) Amount Beneficially Owned:

  By virtue of his position as the Managing Member of JG Asset, Gottlieb may be deemed to beneficially own the 6,200 shares of the Company’s Common Stock beneficially owned by JG Asset.

 

  (b) Percent of Class:

  0.0%

CUSIP No. 746927102     Page 9 of 11 Pages

 

 

  (c) Number of Shares as to which person has:

 

  (i) sole power to vote or to direct vote:

None

 

  (ii) shared power to vote or to direct vote:

6,200 shares

 

  (iii) sole power to dispose or direct disposition of:

None

 

  (iv) shared power to dispose or to direct disposition of:

6,200 shares

VAM, JG Asset and Gottlieb disclaim beneficial ownership as to the Securities, except to the extent of his or its pecuniary interests therein. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of the other individual officers and members of VAM or JG Asset is, for any purpose, the beneficial owner of any of the Securities.

 

Item 5   Ownership of Five Percent or Less of a Class:
  This statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities.
Item 6   Ownership of More than Five Percent on Behalf of Another Person:
  Not Applicable
Item 7   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
  Not Applicable
Item 8   Identification and Classification of Members of the Group:
  Not Applicable
Item 9   Notice of Dissolution of Group:
  Not Applicable

CUSIP No. 746927102     Page 10 of 11 Pages

 

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.

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.

Date: February 13, 2015

 

VISIUM ASSET MANAGEMENT, LP
By:   JG Asset, LLC, its General Partner
By:   /s/ Mark Gottlieb
  Mark Gottlieb
  Authorized Signatory
JG ASSET, LLC
By:   /s/ Mark Gottlieb
  Mark Gottlieb
  Authorized Signatory
JACOB GOTTLIEB
By:   /s/ Mark Gottlieb
  Mark Gottlieb
  Authorized Signatory

CUSIP No. 746927102     Page 11 of 11 Pages

 

Exhibit A

AGREEMENT

The undersigned agree that this Schedule 13G dated February 13, 2015 relating to the Common Stock, no par value per share of QLT Inc. shall be filed on behalf of the undersigned.

 

VISIUM ASSET MANAGEMENT, LP
By:   JG Asset, LLC, its General Partner
By:   /s/ Mark Gottlieb
  Mark Gottlieb
  Authorized Signatory
JG ASSET, LLC
By:   /s/ Mark Gottlieb
  Mark Gottlieb
  Authorized Signatory
JACOB GOTTLIEB
By:   /s/ Mark Gottlieb
  Mark Gottlieb
  Authorized Signatory