0001104659-16-096681.txt : 20160216 0001104659-16-096681.hdr.sgml : 20160215 20160212181107 ACCESSION NUMBER: 0001104659-16-096681 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160216 DATE AS OF CHANGE: 20160212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Adamas Pharmaceuticals Inc CENTRAL INDEX KEY: 0001328143 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 421560076 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88106 FILM NUMBER: 161421625 BUSINESS ADDRESS: STREET 1: 1900 POWELL ST., SUITE 750 CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 510-450-3554 MAIL ADDRESS: STREET 1: 1900 POWELL ST., SUITE 750 CITY: EMERYVILLE STATE: CA ZIP: 94608 FORMER COMPANY: FORMER CONFORMED NAME: NeuroMolecular Pharmaceuticals Inc DATE OF NAME CHANGE: 20050524 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Went Gregory T CENTRAL INDEX KEY: 0001604541 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: C/O ADAMAS PHARMACEUTICALS, INC. STREET 2: 2200 POWELL ST, STE 220 CITY: EMERYVILLE STATE: CA ZIP: 94608 SC 13G/A 1 a16-4258_1sc13ga.htm SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

SCHEDULE 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1

(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

(Amendment No. 1)*

 

Under the Securities Exchange Act of 1934

Adamas Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

00548A 106

(CUSIP Number)

December 31, 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:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

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
Gregory T Went

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
1,401,650(1)

 

6.

Shared Voting Power
580,800(2)

 

7.

Sole Dispositive Power
1,401,650(1)

 

8.

Shared Dispositive Power
580,800(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,982,450(3)

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row 9
10.76%(4)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1)  Includes 1,401,650 shares subject to options exercisable within 60 days of December 31, 2015.

(2)  Includes 80,000 shares held by Gregory T Went & Marjorie S Went ttees 2012 Irr Trust FBO Bridget Elise Went, 80,000 shares held by Gregory T Went & Marjorie S Went ttees 2012 Irr Trust FBO Cora Margaret Went, 390,792 shares held by Gregory T Went & Marjorie S Went ttees Went Family Living Trust dtd 03/24/11 (collectively, the “Trusts”) and 8 shares held directly by Dr. Went.  Dr. Went is a trustee of the Trusts and, as such, may be deemed to share voting and dispositive power with respect to all shares held by the Trusts. Excludes 6,666 shares previously reported as held by Gregory T Went Cust — Cora Went Under CA Uniform Transfers to Minors Act and 6,666 shares previously reported as held by Gregory T Went Cust - Bridget Went Under CA Uniform Transfers to Minors Act (collectively the “Minor Custodianships”) since Dr. Went is no longer a custodian of the Minor Custodianships and therefore is not deemed to be the indirect beneficial owner of the Minor Custodianships.

(3)  Includes 1,401,650 shares subject to options exercisable within 60 days of December 31, 2015 and 580,800 shares held by Dr. Went and the Trusts, as applicable.

(4)  The beneficial ownership percentage is based upon 18,422,074 shares of common stock, par value $0.001, of Adamas Pharmaceuticals, Inc., a Delaware corporation (the “Company”), deemed issued and outstanding as of November 9, 2015 based on information reported by the Company in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, filed with the Securities and Exchange Commission on November 12, 2015.

 

2



 

Item 1(a).

Name of Issuer:
Adamas Pharmaceuticals, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:
1900 Powell St, Suite 750

Emeryville, CA 94608

 

Item 2(a).

Name of Person Filing:
Gregory T Went

Item 2(b).

Address of Principal Business Office or, if none, Residence:
The address for the principal business office of Gregory Went is:

 

1900 Powell St, Suite 750

Emeryville, CA 94608

Item 2(c).

Citizenship:
United States

Item 2(d).

Title of Class of Securities:
Common Stock, par value $0.001

Item 2(e).

CUSIP Number:
00548A 106

 

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)

o

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

 

(b)

o

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

 

(c)

o

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

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

o

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

 

(f)

o

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

 

(g)

o

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

 

(h)

o

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

 

(i)

o

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)

o

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

 

(k)

o

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:____________________________

 

3



 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

1,982,450(5)

 

(b)

Percent of class:   

10.76%(6)

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

1,401,650(7)

 

 

(ii)

Shared power to vote or to direct the vote:    

580,800(8)

 

 

(iii)

Sole power to dispose or to direct the disposition of :   

1,401,650(7)

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

580,800(8)

 

Item 5.

Ownership of 5 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 5 percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than 5 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

Not applicable.

 

Item 9.

Notice of Dissolution of a Group

Not applicable.

 


(5)  Includes 1,401,650 shares subject to options exercisable within 60 days of December 31, 2015 and 580,800 shares held by the Trusts.

(6)  The beneficial ownership percentage is based upon 18,422,074 shares of common stock, par value $0.001, of Adamas Pharmaceuticals, Inc., a Delaware corporation (the “Company”), deemed issued and outstanding as of November 9, 2015 based on information reported by the Company in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, filed with the Securities and Exchange Commission on November 12, 2015.

(7)  Includes 1,401,650 shares subject to options exercisable within 60 days of December 31, 2015.

(8)  Includes 580,800 shares held by Dr. Went and the Trusts, as applicable.

 

4



 

Certification

 

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.

 

 

February 12, 2016

 

Date

 

 

 

 

 

/s/Gregory T Went

 

Gregory T Went

 

 

ATTENTION:

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001)

 

5