0001193125-15-288547.txt : 20150813 0001193125-15-288547.hdr.sgml : 20150813 20150812215259 ACCESSION NUMBER: 0001193125-15-288547 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150813 DATE AS OF CHANGE: 20150812 GROUP MEMBERS: ADAM GRAY GROUP MEMBERS: CHRISTOPHER SHACKELTON GROUP MEMBERS: COLISEUM CAPITAL PARTNERS, L.P. GROUP MEMBERS: COLISEUM CAPITAL, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INSITE VISION INC CENTRAL INDEX KEY: 0000802724 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943015807 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42661 FILM NUMBER: 151048509 BUSINESS ADDRESS: STREET 1: 965 ATLANTIC AVE STREET 2: -- CITY: ALAMEDA STATE: CA ZIP: 94501 BUSINESS PHONE: 5108658800 MAIL ADDRESS: STREET 1: 965 ATLANTIC AVE STREET 2: --- CITY: ALAMEDA STATE: CA ZIP: 94501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Coliseum Capital Management, LLC CENTRAL INDEX KEY: 0001409751 IRS NUMBER: 223918079 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: METRO CENTER STREET 2: 1 STATION PLACE, 7TH FLOOR SOUTH CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-883-0100 MAIL ADDRESS: STREET 1: METRO CENTER STREET 2: 1 STATION PLACE, 7TH FLOOR SOUTH CITY: STAMFORD STATE: CT ZIP: 06902 SC 13G/A 1 d22724dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

 

InSite Vision Incorporated

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

457660108

(CUSIP Number)

August 10, 2015

(Date of Event Which Requires Filing of this Statement)

 

 

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

 

¨ 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 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).

 

 

 


  1.   

Names of Reporting Persons.

 

Coliseum Capital Management, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  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

 

3,819,312

     7.   

Sole Dispositive Power

 

0

     8.   

Shared Dispositive Power

 

3,819,312

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,819,312

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

11.  

Percent of Class Represented by Amount in Row (9)

 

2.9%

12.  

Type of Reporting Person (See Instructions)

 

OO, IA

 

-2-


  1.   

Names of Reporting Persons.

 

Coliseum Capital, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  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

 

1,508,060

     7.   

Sole Dispositive Power

 

0

     8.   

Shared Dispositive Power

 

1,508,060

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,508,060

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

11.  

Percent of Class Represented by Amount in Row (9)

 

1.1%

12.  

Type of Reporting Person (See Instructions)

 

OO

 

-3-


  1.   

Names of Reporting Persons.

 

Coliseum Capital Partners, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  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

 

1,508,060

     7.   

Sole Dispositive Power

 

0

     8.   

Shared Dispositive Power

 

1,508,060

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,508,060

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

11.  

Percent of Class Represented by Amount in Row (9)

 

1.1%

12.  

Type of Reporting Person (See Instructions)

 

PN

 

-4-


  1.   

Names of Reporting Persons.

 

Adam Gray

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  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

 

3,819,312

     7.   

Sole Dispositive Power

 

0

     8.   

Shared Dispositive Power

 

3,819,312

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,819,312

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

11.  

Percent of Class Represented by Amount in Row (9)

 

2.9%

12.  

Type of Reporting Person (See Instructions)

 

IN

 

-5-


  1.   

Names of Reporting Persons.

 

Christopher Shackelton

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  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

 

3,819,312

     7.   

Sole Dispositive Power

 

0

     8.   

Shared Dispositive Power

 

3,819,312

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,819,312

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

11.  

Percent of Class Represented by Amount in Row (9)

 

2.9%

12.  

Type of Reporting Person (See Instructions)

 

IN

 

-6-


Item 1.

 

  (a) Name of Issuer

InSite Vision Incorporated

 

  (b) Address of Issuer’s Principal Executive Offices

965 Atlantic Avenue, Alameda, CA 94501

Item 2.

 

  (a) Name of Person Filing

This Schedule 13G is being filed on behalf of Coliseum Capital Management, LLC (“CCM”), Coliseum Capital, LLC (“CC”), Coliseum Capital Partners, L.P. (“CCP”), Adam Gray (“Gray”) and Christopher Shackelton (“Shackelton” and together with CCM, CC, CCP and Gray, the “Reporting Persons”).

 

  (b) Address of Principal Business office or, if None, Residence

The address of the principal business and office of the Reporting Persons is Metro Center, 1 Station Place, 7th Floor South, Stamford, CT 06902.

 

  (c) Citizenship

 

  (i) CCM is a Delaware limited liability company

 

  (ii) CC is a Delaware limited liability company

 

  (iii) CCP is a Delaware limited partnership

 

  (iv) Gray is a United States citizen

 

  (v) Shackelton is a United States citizen

 

  (d) Title of Class Securities

Common Stock, $0.01 par value per share (“Common Stock”)

 

  (e) CUSIP Number

457660108

 

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

  (a)    ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c);

 

  (b)    ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

-7-


  (c)    ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

  (d)    ¨ Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8);

 

  (e)    ¨ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 

  (f)    ¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(ii)(F);

 

  (g)    ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

  (h)    ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

  (i)    ¨ 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);

 

  (j)    ¨ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

 

  (k)    ¨ Group in accordance with § 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:            

 

Item 4. Ownership.

The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 5 through 9 and Row 11 of the cover pages hereto is incorporated herein by reference.

The ownership percentage of each Reporting Person set forth in Row 11 of the cover pages hereto has been calculated based on an assumed total of 131,951,033 shares of Common Stock outstanding as of July 9, 2015, as reported in the Issuer’s prospectus, dated July 16, 2015, as filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) on July 16, 2015.

 

Item 5. Ownership of Five Percent or Less of a Class.

If 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 securities, check the following x

 

-8-


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 or Control Person.

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

The Reporting Persons may be deemed to be members of a group with respect to the Common Stock owned of record by CCP and a separate account managed by CCM (the “Separate Account”). CCP is the direct owner of 1,508,060 shares of Common Stock and the Separate Account is the direct owner of 2,311,252 shares of Common Stock.

 

Item 9. Notice of Dissolution of Group.

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.

 

-9-


SIGNATURES

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.

Dated: August 12, 2015

 

COLISEUM CAPITAL MANAGEMENT, LLC     ADAM GRAY
By:  

/s/ Christopher Shackelton

   

/s/ Christopher Shackelton

  Christopher Shackelton, Manager     Christopher Shackelton, Attorney-in-fact
COLISEUM CAPITAL, LLC     CHRISTOPHER SHACKELTON
By  

/s/ Christopher Shackelton

   

/s/ Christopher Shackelton

  Christopher Shackelton, Manager     Christopher Shackelton
COLISEUM CAPITAL PARTNERS, L.P.    
By:   Coliseum Capital, LLC, General Partner    
By:  

/s/ Christopher Shackelton

   
  Christopher Shackelton, Manager      

 

-10-


EXHIBITS

 

Exhibit    Description
1*    Joint Filing Agreement Pursuant to Rule 13d-1, dated February 17, 2015
24    Power of Attorney

 

* Previously filed
EX-24 2 d22724dex24.htm EX-24 EX-24

EXHIBIT 24

POWER OF ATTORNEY

July 29, 2015

Know all by these presents, that the undersigned hereby constitutes and appoints Christopher Shackelton the undersigned’s true and lawful attorney-in-fact to:

1. execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner and possibly a director by deputization, as applicable, of InSite Vision Incorporated (the “Company”), (a) Schedules 13D and 13G (and any amendments thereto) in accordance with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder, (b) Forms 3, 4, and 5 (and any amendments thereto) in accordance with Section 16(a) of the Exchange Act and the rules thereunder, and (c) any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities of the Company;

2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5, or other form or report (or any amendment thereto), and timely file such schedule, form or report with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and

3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 and Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13D and 13G and Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date first written above.

 

 

Signature

Adam Gray /s/ Adam Gray

Print Name