UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule
13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SCICLONE PHARMACEUTICALS, INC.
(Name of Issuer)
Common Stock, par value US$0.001 per share
(Title of Class of Securities)
80862K104
(CUSIP Number)
Ms. Shirley Lin
Unit 3001, China World Tower 2, No.1 Jian Guo Men Wai Avenue
Beijing 100004, People’s Republic of China
Phone: +86 10 5961-1212
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 9, 2016
(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 (“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. | 80862K104 | |
1. |
NAME OF REPORTING PERSON:
GL Trade Investment Limited | |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ | |
3. |
SEC USE ONLY
| |
4. |
SOURCE OF FUNDS
WC | |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ | |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER
4,750,116 |
8. |
SHARED VOTING POWER
0 | |
9. |
SOLE DISPOSITIVE POWER
4,750,116 | |
10. |
SHARED DISPOSITIVE POWER
0 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,750,1161 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%2 |
14. |
TYPE OF REPORTING PERSON
CO |
1 See item 5 of the Schedule 13D.
2 Percentage calculated based on 49,376,787 shares of Common Stock issued and outstanding as of November 5, 2015, as reported in the Issuer’s quarterly report on Form 10-Q for the third quarter of 2015 filed with the SEC on November 9, 2015.
CUSIP No. | 80862K104 | |
1. |
NAME OF REPORTING PERSON:
GL China Opportunities Fund L.P. | |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ | |
3. |
SEC USE ONLY
| |
4. |
SOURCE OF FUNDS
AF | |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ | |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER
4,750,116 |
8. |
SHARED VOTING POWER
0 | |
9. |
SOLE DISPOSITIVE POWER
4,750,116 | |
10. |
SHARED DISPOSITIVE POWER
0 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,750,1161 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%2 |
14. |
TYPE OF REPORTING PERSON
PN |
1 See item 5 of the Schedule 13D.
2 Percentage calculated based on 49,376,787 shares of Common Stock issued and outstanding as of November 5, 2015, as reported in the Issuer’s quarterly report on Form 10-Q for the third quarter of 2015 filed with the SEC on November 9, 2015.
CUSIP No. | 80862K104 | |
1. |
NAME OF REPORTING PERSON:
GL Capital Management GP L.P. | |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ | |
3. |
SEC USE ONLY
| |
4. |
SOURCE OF FUNDS
AF | |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ | |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER
4,750,116 |
8. |
SHARED VOTING POWER
0 | |
9. |
SOLE DISPOSITIVE POWER
4,750,116 | |
10. |
SHARED DISPOSITIVE POWER
0 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,750,1161 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%2 |
14. |
TYPE OF REPORTING PERSON
PN |
1 See item 5 of the Schedule 13D.
2 Percentage calculated based on 49,376,787 shares of Common Stock issued and outstanding as of November 5, 2015, as reported in the Issuer’s quarterly report on Form 10-Q for the third quarter of 2015 filed with the SEC on November 9, 2015.
CUSIP No. | 80862K104 | |
1. |
NAME OF REPORTING PERSON:
GL Capital Management GP Limited | |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ | |
3. |
SEC USE ONLY
| |
4. |
SOURCE OF FUNDS
AF | |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ | |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER
4,750,116 |
8. |
SHARED VOTING POWER
0 | |
9. |
SOLE DISPOSITIVE POWER
4,750,116 | |
10. |
SHARED DISPOSITIVE POWER
0 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,750,1161 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%2 |
14. |
TYPE OF REPORTING PERSON
CO |
1 See item 5 of the Schedule 13D.
2 Percentage calculated based on 49,376,787 shares of Common Stock issued and outstanding as of November 5, 2015, as reported in the Issuer’s quarterly report on Form 10-Q for the third quarter of 2015 filed with the SEC on November 9, 2015.
CUSIP No. | 80862K104 | |
1. |
NAME OF REPORTING PERSON:
GL Partners Capital Management Limited | |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ | |
3. |
SEC USE ONLY
| |
4. |
SOURCE OF FUNDS
AF | |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ | |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER
0 |
8. |
SHARED VOTING POWER
4,750,116 | |
9. |
SOLE DISPOSITIVE POWER
0 | |
10. |
SHARED DISPOSITIVE POWER
4,750,116 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,750,1161 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%2 |
14. |
TYPE OF REPORTING PERSON
CO |
1 See item 5 of the Schedule 13D.
2 Percentage calculated based on 49,376,787 shares of Common Stock issued and outstanding as of November 5, 2015, as reported in the Issuer’s quarterly report on Form 10-Q for the third quarter of 2015 filed with the SEC on November 9, 2015.
CUSIP No. | 80862K104 | |
1. |
NAME OF REPORTING PERSON:
Zhenfu Li | |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ | |
3. |
SEC USE ONLY
| |
4. |
SOURCE OF FUNDS
AF | |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ | |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER
0 |
8. |
SHARED VOTING POWER
4,750,116 | |
9. |
SOLE DISPOSITIVE POWER
0 | |
10. |
SHARED DISPOSITIVE POWER
4,750,116 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,750,1161 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%2 |
14. |
TYPE OF REPORTING PERSON
IN |
1 See item 5 of the Schedule 13D.
2 Percentage calculated based on 49,376,787 shares of Common Stock issued and outstanding as of November 5, 2015, as reported in the Issuer’s quarterly report on Form 10-Q for the third quarter of 2015 filed with the SEC on November 9, 2015.
INTRODUCTORY NOTE
This amendment No. 4 (this “Amendment No. 4”) relates to the common stock, par value $0.001 each (the “Common Stock”), issued by SciClone Pharmaceuticals, Inc., a Delaware Corporation (the “Issuer”). This Amendment No. 4 is being filed jointly by GL Trade Investment Limited (“GL Trade”), GL China Opportunities Fund L.P. (“GL Fund”), GL Capital Management GP L.P. (“GL Capital”), GL Capital Management GP Limited (“GL Management”), GL Partners Capital Management Limited (“GL Partners”), and Mr. Zhenfu Li (collectively, the “Reporting Persons”) pursuant to their Joint Filing Agreement dated as of November 19, 2012, filed with the Schedule 13D as Exhibit 99.1 and incorporated herein by reference.
This Amendment No. 4 amends and supplements the statement on the Schedule 13D filed on November 19, 2012, November 21, 2013, August 17, 2015 and August 21, 2015, respectively (the “Schedule 13D”), on behalf of the Reporting Persons with the United States Securities and Exchange Commission. Except as provided herein, this Amendment No. 4 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not defined herein have the meanings assigned to them in the Schedule 13D.
ITEM 4. | PURPOSE OF TRANSACTION |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
In connection with the announcement made by the Company on February 4, 2016 regarding initiating a process (the “Process”) to identify, examine and consider a range of strategic alternatives available to the Company, the Reporting Persons currently intend to actively participate in the Process, including, without limitation, by engaging in discussions with the Company, management, the board of directors, other stockholders, potential financing sources and other persons with respect to any potential transaction identified by the Company as part of the Process, submitting one or more proposals in connection with the Process, and/or taking one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D. In light of the Company’s requirement of confidentiality with regard to the Process, the Reporting Persons do not intend to update the Schedule 13D regarding any proposals which may be submitted to the Company in response to any specific or general invitation from the Company in connection with the Process or the status of any negotiation regarding any such proposals unless and until either the Reporting Persons and the Company enter into any definitive agreement in connection therewith or the Reporting Persons cease to participate in the Process.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 9, 2016
GL Trade Investment Limited | ||
By: | /s/ Hu Chou Hui | |
Name: | Hu Chou Hui | |
Title: | Director |
GL China Opportunities Fund L.P. By: GL Capital Management GP L.P., its General Partner By: GL Capital Management GP Limited, its General Partner
| ||
By: | /s/ Zhenfu Li | |
Name: | Zhenfu Li | |
Title: | Chief Executive Officer |
GL Capital Management GP L.P. By: GL Capital Management GP Limited, its General Partner
| ||
By: | /s/ Zhenfu Li | |
Name: | Zhenfu Li | |
Title: | Chief Executive Officer |
GL Capital Management GP Limited | ||
By: | /s/ Zhenfu Li | |
Name: | Zhenfu Li | |
Title: | Director |
GL Partners Capital Management Limited | ||
By: | /s/ Zhenfu Li | |
Name: | Zhenfu Li | |
Title: | Director |
Mr. Zhenfu Li | |
By: | /s/ Zhenfu Li |