0000950142-14-001158.txt : 20140528 0000950142-14-001158.hdr.sgml : 20140528 20140528124722 ACCESSION NUMBER: 0000950142-14-001158 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140528 DATE AS OF CHANGE: 20140528 GROUP MEMBERS: AISLING CAPITAL III LP GROUP MEMBERS: AISLING CAPITAL PARTNERS III LLC GROUP MEMBERS: AISLING CAPITAL PARTNERS III LP GROUP MEMBERS: ANDREW SCHIFF GROUP MEMBERS: DENNIS PURCELL GROUP MEMBERS: STEVE ELMS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Durata Therapeutics, Inc. CENTRAL INDEX KEY: 0001544116 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 871247903 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86923 FILM NUMBER: 14871995 BUSINESS ADDRESS: STREET 1: 200 SOUTH WACKER DRIVE STREET 2: SUITE 2550 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-219-7000 MAIL ADDRESS: STREET 1: 200 SOUTH WACKER DRIVE STREET 2: SUITE 2550 CITY: CHICAGO STATE: IL ZIP: 60606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AISLING CAPITAL III LP CENTRAL INDEX KEY: 0001444717 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 Seventh Avenue, 30th Fl CITY: New York STATE: NY ZIP: 10106 BUSINESS PHONE: 212-651-6380 MAIL ADDRESS: STREET 1: 888 Seventh Avenue, 30th Fl CITY: New York STATE: NY ZIP: 10106 SC 13D/A 1 eh1400702_13da2-durata.htm AMENDMENT NO. 2 eh1400702_13da2-durata.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D/A
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 2)*
 
Durata Therapeutics, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
26658A 10 7
(CUSIP Number)

Lloyd Appel
Aisling Capital
888 Seventh Avenue, 30th Floor
New York, NY 10106
(212) 651-6380
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
May 20, 2014
(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 ¨.
 
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 (the “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. 26658A 10 7 
 
 SCHEDULE 13D
Page 2 of 11


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Aisling Capital III, LP
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
2,280,175
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
2,280,175
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,280,175
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.6% (See Item 1)
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 
 
 
 
CUSIP No. 26658A 10 7 
 
 SCHEDULE 13D
Page 3 of 11


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Aisling Capital Partners III, LP
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
2,280,175
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
2,280,175
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,280,175
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.6% (See Item 1)
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 
 
 
 
CUSIP No. 26658A 10 7 
 
 SCHEDULE 13D
Page 4 of 11


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Aisling Capital Partners III LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
2,280,175
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
2,280,175
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,280,175
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.6% (See Item 1)
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
 
 
 
 
 
 
CUSIP No. 26658A 10 7 
 
 SCHEDULE 13D
Page 5 of 11


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Steve Elms
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
1,797
8
SHARED VOTING POWER
 
2,280,175
9
SOLE DISPOSITIVE POWER
 
1,797
10
SHARED DISPOSITIVE POWER
 
2,280,175
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,281,972
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.6% (See Item 1)
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
 
 
 
 
 
 
CUSIP No. 26658A 10 7 
 
 SCHEDULE 13D
Page 6 of 11


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Dennis Purcell
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
3,520
8
SHARED VOTING POWER
 
2,280,175
9
SOLE DISPOSITIVE POWER
 
3,520
10
SHARED DISPOSITIVE POWER
 
2,280,175
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,283,695
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.6% (See Item 1)
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
 
 
 
 
 
 
CUSIP No. 26658A 10 7 
 
 SCHEDULE 13D
Page 7 of 11


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Andrew Schiff
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
865
8
SHARED VOTING POWER
 
2,280,175
9
SOLE DISPOSITIVE POWER
 
865
10
SHARED DISPOSITIVE POWER
 
2,280,175
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,281,040
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.6% (See Item 1)
  
14
TYPE OF REPORTING PERSON
 
IN
  
\
 
 
 
 
 
 
CUSIP No. 26658A 10 7 
 
 SCHEDULE 13D
Page 8 of 11
 
 
 
Item 1. 
Security and Issuer.
 
Item 1 is amended and restated in its entirety as follows:
 
This Amendment No. 2 to Schedule 13D (this “Statement”) amends and supplements the Schedule 13D as previously filed by the undersigned Reporting Persons (as defined below), as amended by Amendment No. 1, with respect to common stock, par value $0.01 per share (the “Common Stock”) of Durata Therapeutics, Inc. (the “Issuer”).  The principal executive offices of the Issuer are located at 200 South Wacker Drive, Suite 2550, Chicago, IL 60606.
 
The aggregate percentage of shares of Common Stock reported as owned by each Reporting Person appearing elsewhere in this Statement is based on 26,641,975 shares of Common Stock issued and outstanding, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on April 30, 2014.
 
Item 2.   Identity and Background.
 
No material change.
 
Item 3.   Source and Amount of Funds or Other Consideration.
 
No material change.
 
Item 4.   Purpose of Transaction.
 
No material change.
 
Item 5.   Interest in Securities of the Issuer.
 
Items 5(a), (b) and (c) are amended and restated in their entirety as follows:
 
Reporting Person
Sole Voting/
Dispositive Power
Shared Voting/
Dispositive Power
Total Shares
% Ownership
Aisling Capital III, LP
2,280,175
0
2,280,175
8.6
Aisling Capital Partners III, LP
2,280,175
0
2,280,175
8.6
Aisling Capital Partners III LLC
2,280,175
0
2,280,175
8.6
Steve Elms
1,797
2,280,175
2,281,972
8.6
Dennis Purcell
3,520
2,280,175
2,283,695
8.6
Andrew Schiff
865
2,280,175
2,281,040
8.6
 
On May 20, 2014, Aisling distributed (the “Distribution”) 750,000 shares of Common Stock on a pro rata basis to its partners and members for no consideration. In the Distribution, Aisling Partners received 4,270 shares of Common Stock and Aisling Partners GP received 16 shares of Common Stock. Certain partners of Aisling, including Aisling Partners and Aisling Partners GP, made subsequent
 
 
 
 
 
 
 
CUSIP No. 26658A 10 7 
 
 SCHEDULE 13D
Page 9 of 11
 
pro rata distributions (the “Subsequent Distribution”) of shares received to their respective partners or members for no consideration. In the Subsequent Distribution, Aisling Partners distributed all of the shares of Common Stock it received in the Distribution and Aisling Partners GP distributed all of the shares of Common Stock it received in the Distribution to their respective partners or members. The Distribution by Aisling to Aisling GP and Aisling Partners GP and the Subsequent Distribution by Aisling GP to Messrs. Elms, Purcell and Schiff did not result in a change in those parties' pecuniary interests in those shares of Common Stock.
 
As part of the Subsequent Distribution, the following Reporting Persons received shares of Common Stock in the amounts set forth below:

Reporting Person
Number of Shares of
Common Stock
Distributed
Total Shares
Steve Elms
1,436
1,797
Steven A. Elms 2006
361
 
Dennis Purcell
3,051
  
Purcell Family 2006 Trust
353
3,520
Aisling Capital LLC
116
  
 
Andrew Schiff
799
865
ANS 2006 Children’s Trust
66
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
The third paragraph is amended and restated as follows:
 
On May 28, 2014, each of the Reporting Persons entered into an agreement (the “Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of them of statements on this Statement with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as an exhibit hereto and is incorporated herein by reference.
 
Item 7. 
Material to be Filed as Exhibits.
 
 
Exhibit 1:
Joint Filing Agreement dated as of May 28, 2014, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
 
 
Exhibit 2:
Investors Rights Agreement, dated December 11, 2009, by and among the Issuer and the holders of Common Stock issuable upon the Conversion listed in Schedule A thereto, the form of which was filed confidentially and incorporated herein by reference to Exhibit 10.6 to Amendment No. 4 to the Issuer’s Registration Statement on Form S-1 (File No. 333-180280), filed with the Securities and Exchange  Commission on July 9, 2012.
 
 
 
 
 
 
 
 
 
 
 
CUSIP No. 26658A 10 7 
 
 SCHEDULE 13D
Page 10 of 11
 

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:    May 28, 2014
 
   
AISLING CAPITAL III, LP
  
       
 
By:
Aisling Capital Partners III, LP
General Partner
  
     
  By: 
Aisling Capital Partners III LLC
General Partner
  
         
   
By:
 /s/ Dennis Purcell   
     
Name: Dennis Purcell
  
     
Title: Managing Member
  
 
 
   
AISLING CAPITAL PARTNERS III, LP
  
       
 
By:
Aisling Capital Partners III LLC
General Partner
  
     
   
By:
 /s/ Dennis Purcell   
     
Name: Dennis Purcell
  
     
Title: Managing Member
  
 
 
 
  
   
AISLING CAPITAL PARTNERS III LLC
  
       
 
By:
/s/ Dennis Purcell
  
   
Name: Dennis Purcell
Title: Managing Member
  
       
    /s/ Steve Elms  
   
Steve Elms
  
       
    /s/ Dennis Purcell  
    Dennis Purcell  
       
    /s/ Andrew Schiff  
    Andrew Schiff  
 
Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
 
 
 
 
 
 
CUSIP No. 26658A 10 7 
 
 SCHEDULE 13D
Page 11 of 11
 
EXHIBIT 1
 
JOINT FILING AGREEMENT

Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D/A to which this Agreement is attached as an Exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts.
 
Date:  May 28, 2014

 
   
AISLING CAPITAL III, LP
  
       
 
By:
Aisling Capital Partners III, LP
General Partner
  
     
  By: 
Aisling Capital Partners III LLC
General Partner
  
         
   
By:
 /s/ Dennis Purcell   
     
Name: Dennis Purcell
  
     
Title: Managing Member
  
 
 
   
AISLING CAPITAL PARTNERS III, LP
  
       
 
By:
Aisling Capital Partners III LLC
General Partner
  
     
   
By:
 /s/ Dennis Purcell   
     
Name: Dennis Purcell
  
     
Title: Managing Member
  
 
 
 
  
   
AISLING CAPITAL PARTNERS III LLC
  
       
 
By:
/s/ Dennis Purcell
  
   
Name: Dennis Purcell
Title: Managing Member
  
       
    /s/ Steve Elms  
   
Steve Elms
  
       
    /s/ Dennis Purcell  
    Dennis Purcell  
       
    /s/ Andrew Schiff  
    Andrew Schiff