0001144204-12-033352.txt : 20120605 0001144204-12-033352.hdr.sgml : 20120605 20120605171550 ACCESSION NUMBER: 0001144204-12-033352 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120605 DATE AS OF CHANGE: 20120605 GROUP MEMBERS: CORA MADSEN GROUP MEMBERS: FLORIAN SCHONHARTING GROUP MEMBERS: NB PUBLIC EQUITY KOMPLEMENTAR APS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QLT INC/BC CENTRAL INDEX KEY: 0000827809 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43381 FILM NUMBER: 12889955 BUSINESS ADDRESS: STREET 1: 887 GREAT NORTHERN WAY STREET 2: - CITY: VANCOUVER STATE: A1 ZIP: V5T 4T5 BUSINESS PHONE: 6047077000 MAIL ADDRESS: STREET 1: 887 GREAT NORTHERN WAY CITY: VANCOUVER STATE: A1 ZIP: V5T 4T5 FORMER COMPANY: FORMER CONFORMED NAME: QLT PHOTO THERAPEUTICS INC DATE OF NAME CHANGE: 19960618 FORMER COMPANY: FORMER CONFORMED NAME: QUADRA LOGIC TECHNOLOGIES INC DATE OF NAME CHANGE: 19941201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NB Public Equity K/S CENTRAL INDEX KEY: 0001451330 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: OSTERGADE 5 STREET 2: 3RD FLOOR DK-1100 CITY: COPENHAGEN K STATE: G7 ZIP: ----- BUSINESS PHONE: 45 70 20 12 63 MAIL ADDRESS: STREET 1: OSTERGADE 5 STREET 2: 3RD FLOOR DK-1100 CITY: COPENHAGEN K STATE: G7 ZIP: ----- SC 13D/A 1 v315301_sc13d-a.htm SCHEDULE 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)

 

 

QLT Inc.
(Name of Issuer)
 
Common Shares, no par value
(Title of Class of Securities)
 
746927102
(CUSIP Number)
 
James E. Dawson, Esq., Nutter, McClennen & Fish LLP
155 Seaport Blvd, Boston, MA 02210
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
 
June 5, 2012
(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. x

 

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 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 SCHEDULE 13D Page 2 of 7

 

 

 

(1) Names of reporting persons

NB Public Equity K/S

 

(2) Check the appropriate box if a member of a group (see instructions)

(a) ¨

(b) ¨

(3) SEC use only
 
(4) Source of Funds (See Instructions)

                                                00
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ¨
 

(6) Citizenship or place of organization

 

Denmark

 

 

Number of shares beneficially owned by each reporting person with:

(7) Sole voting power:

 

0

(8) Shared voting power:

 

7,447,626

(9) Sole dispositive power:

 

0

(10) Shared dispositive power:

 

7,447,626

(11) Aggregate amount beneficially owned by each reporting person:

 

7,447,626

(12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions)   ¨
 

(13) Percent of class represented by amount in Row 11:

 

15.2%

(14) Type of reporting person (see instructions):

 

PN

 

 

 

 
 

 

CUSIP No. 746927102 SCHEDULE 13D Page 3 of 7

 

 

 

(1) Names of reporting persons

NB Public Equity Komplementar ApS

 

(2) Check the appropriate box if a member of a group (see instructions)

(a) ¨

(b) ¨

(3) SEC use only
 
(4) Source of Funds (See Instructions)

                                                00
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ¨
  

(6) Citizenship or place of organization

 

Denmark

 

 

Number of shares beneficially owned by each reporting person with:

(7) Sole voting power:

 

0

(8) Shared voting power:

 

7,447,626

(9) Sole dispositive power:

 

0

(10) Shared dispositive power:

 

7,447,626

(11) Aggregate amount beneficially owned by each reporting person:

 

7,447,626

(12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
   

(13) Percent of class represented by amount in Row 11:

 

15.2%

(14) Type of reporting person (see instructions):

 

PN

 

 

 
 

 

CUSIP No. 746927102 SCHEDULE 13D Page 4 of 7

 

 

 

(1) Names of reporting persons

Cora Madsen

 

(2) Check the appropriate box if a member of a group (see instructions)

(a) ¨

(b) ¨

(3) SEC use only
 
(4) Source of Funds (See Instructions)

                                                00
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ¨
 

(6) Citizenship or place of organization

 

United States

 

 

Number of shares beneficially owned by each reporting person with:

(7) Sole voting power:

 

0

(8) Shared voting power:

 

7,447,626

(9) Sole dispositive power:

 

0

(10) Shared dispositive power:

 

7,447,626

(11) Aggregate amount beneficially owned by each reporting person:

 

7,447,626

(12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
  

(13) Percent of class represented by amount in Row 11:

 

15.2%

(14) Type of reporting person (see instructions):

 

IN

 

 

 
 

 

CUSIP No. 746927102 SCHEDULE 13D Page 5 of 7

 

 

 

(1) Names of reporting persons

Florian Schönharting

 

(2) Check the appropriate box if a member of a group (see instructions)

(a) ¨

(b) ¨

(3) SEC use only
 
(4) Source of Funds (See Instructions)

                                                00
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ¨
 

(6) Citizenship or place of organization

 

Denmark

 

 

Number of shares beneficially owned by each reporting person with:

(7) Sole voting power:

 

0

(8) Shared voting power:

 

7,447,626

(9) Sole dispositive power:

 

0

(10) Shared dispositive power:

 

7,447,626

(11) Aggregate amount beneficially owned by each reporting person:

 

7,447,626

(12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
   

(13) Percent of class represented by amount in Row 11:

 

15.2%

(14) Type of reporting person (see instructions):

 

IN

 
 

 

CUSIP No. 746927102 SCHEDULE 13D Page 6 of 7

 

 

 

This Amendment No. 1 amends and supplements, as set forth below, the information contained in Items 4 and 7 of the Schedule 13D that was originally filed with the Securities and Exchange Commission by NB Public Equity K/S, NB Public Equity Komplementar ApS, Cora Madsen and Florian Schönharting (the “Reporting Persons”) on May 22, 2012 (the “Schedule 13D”). Capitalized terms used but not otherwise defined in this Amendment No. 1 are used with the meanings ascribed to them in the Schedule 13D. Except as amended by this Amendment No. 1, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, true, complete and correct as of the date of this Amendment No. 1.

 

Item 4. Purpose of Transaction.

 

Item 4 is supplemented by adding the following to the existing disclosure:

 

On June 5, 2012, NB Public Equity Komplementar ApS announced in a press release the election of six new directors to QLT Inc.’s Board of Directors, including the following new directors nominated by NB Public Equity K/S: Jason M. Aryeh, Geoffrey F. Cox, John Kozarich, Jeffrey Meckler, Stephen L. Sabba and John C. Thomas, Jr.  A copy of the press release is attached hereto as Exhibit 99.1.

 

Following the election of the directors described above, the Reporting Persons have no further plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

 

 

Item 7. Material to be Filed as Exhibits.

 

99.1Press Release dated June 5, 2012.

 

 

 
 

CUSIP No. 746927102 SCHEDULE 13D Page 7 of 7

  

 

 

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.

 

Dated: June 5, 2012

 

  NB PUBLIC EQUITY K/S
         
  By: NB PUBLIC EQUITY KOMPLEMENTAR ApS,
    its general partner
         
    By: /s/ Cora Madsen*  
    Name: Cora Madsen
    Title: Managing Director
         
  NB PUBLIC EQUITY KOMPLEMENTAR ApS
   
  By: /s/ Cora Madsen*  
    Name: Cora Madsen
    Title: Managing Director
         
         
         
  /s/ Cora Madsen *  
  Cora Madsen  
         
         
  /s/ Florian Schönharting*  
  Florian Schönharting  
     
     
  *By:  /s/ James E. Dawson   
    James E. Dawson, as attorney-in-fact   

  

 

 

 

 

 EX-99.1 2 v315301_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

 

NB Public Equity Komplementar ApS Applauds Election of New Directors to QLT Inc.

 

For Immediate Release

 

Copenhagen, Denmark.  June 5, 2012.  NB Public Equity Komplementar ApS announced today that it applauded the election yesterday of a new Board of Directors of QLT Inc. (Nasdaq:QLTI) (TSX:QLT) (“QLT”) at its Annual Meeting of Shareholders held on June 4, 2012, including the following new directors nominated by NB Public Equity K/S: Jason M. Aryeh, Geoffrey F. Cox, John Kozarich, Jeffrey Meckler, Stephen L. Sabba and John C. Thomas, Jr.  

 

Mr. Florian Schönharting, Chief Investment Officer of NB Capital ApS stated: “Today marks a new chapter in the life of QLT.  The election of the new board opens up new opportunities for QLT and we look forward to the realization of the full potential of the company’s pipeline and commercial products.”

 

Ms. Cora Madsen, managing director of NB Public Equity Komplementar ApS, stated: “We join all other shareholders of QLT in thanking the outgoing directors of QLT for their years of service to the company. We are grateful of the support from significant shareholders of QLT for our nominees and the need for change on the Board.”

 

About:

NB Public Equity K/S is managed by its general partner, NB Public Equity Komplementar ApS, which in turn is 100% owned by NB Capital ApS. The focus of NB Public Equity K/S is biopharmaceutical companies worldwide. All three entities have main offices in and are operated from Copenhagen, Kingdom of Denmark. The investment team has managed institutional investment capital in biopharmaceuticals dating back to 1990. For more information please visit www.nbcapital.net.