0000950103-15-008985.txt : 20151120 0000950103-15-008985.hdr.sgml : 20151120 20151120165328 ACCESSION NUMBER: 0000950103-15-008985 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151120 DATE AS OF CHANGE: 20151120 GROUP MEMBERS: ASTRAZENECA HOLDINGS BV GROUP MEMBERS: ASTRAZENECA INTERMEDIATE HOLDINGS LTD GROUP MEMBERS: ASTRAZENECA PLC GROUP MEMBERS: ASTRAZENECA TREASURY LTD GROUP MEMBERS: ASTRAZENECA UK LTD GROUP MEMBERS: ZANZIBAR ACQUISITION CORP. GROUP MEMBERS: ZENECA HOLDINGS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZS Pharma, Inc. CENTRAL INDEX KEY: 0001459266 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 263305698 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88212 FILM NUMBER: 151247231 BUSINESS ADDRESS: STREET 1: 508 WRANGLER DRIVE, SUITE 100 CITY: COPPELL STATE: TX ZIP: 75019 BUSINESS PHONE: 650-458-4100 MAIL ADDRESS: STREET 1: 508 WRANGLER DRIVE, SUITE 100 CITY: COPPELL STATE: TX ZIP: 75019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Zeneca, Inc. CENTRAL INDEX KEY: 0001657583 IRS NUMBER: 510112320 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1800 CONCORD PIKE CITY: WILMINGTON STATE: DE ZIP: 19803 BUSINESS PHONE: 800-236-9933 MAIL ADDRESS: STREET 1: 1800 CONCORD PIKE CITY: WILMINGTON STATE: DE ZIP: 19803 SC 13D/A 1 dp61323_sc13d1.htm FORM SC 13D/A

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13D

 

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934

 

(Amendment No. 1)

 

 

ZS Pharma, Inc.

(Name of Issuer)

 

 

 

Common Stock, par value $0.001 per share
(Title of Class of Securities)

 

98979G 105
(CUSIP Number)

 

Adiah Ferron Reid

1800 Concord Pike

Wilmington, DE 19850-5437

Telephone: (302) 886-3000

 

Copies to:

 

Marc O. Williams, Esq.

Brian Wolfe, Esq.

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Telephone: (302) 886-3000

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

November 5, 2015
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

 

 

 

 

 

 

Page 2 of 12 Pages

 

 

1.

Name of Reporting Person

 

AstraZeneca PLC

2.

Check the Appropriate Box if a Member of a Group

 

(a): ☒ (b): ☐

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

 

OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

 

N/A

6.

Citizenship or Place of Organization

 

England and Wales

Number of Shares Beneficially Owned by Each Reporting Person
With		 7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

6,245,661(1)

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,245,661(1)

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
 
13.

Percent of Class Represented by Amount in Row (11)

 

24.7%(2)

14.

Type of Reporting Person

 

HC

         
 
(1)Beneficial ownership of the Common Stock of Issuer is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such Common Stock as a result of the relationships described under Item 2 and Item 3 of this Schedule 13D and the matters described in Item 3, Item 4 and Item 5 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any shares of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(2)The calculation of this percentage is based on 25,268,932 shares of Common Stock outstanding as of November 5, 2015 (as represented in the Merger Agreement discussed in Items 3 and 4 of this Schedule 13D).

 

 
 

Page 3 of 12 Pages

 

 

1.

Name of Reporting Person

 

AstraZeneca Intermediate Holdings Limited

2.

Check the Appropriate Box if a Member of a Group

 

(a): ☒ (b): ☐

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

 

OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

 

N/A

6.

Citizenship or Place of Organization

 

United Kingdom

Number of Shares Beneficially Owned by Each Reporting Person
With		 7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

6,245,661(1)

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,245,661(1)

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
 
13.

Percent of Class Represented by Amount in Row (11)

 

24.7%(2)

14.

Type of Reporting Person

 

HC

         
 
(1)Beneficial ownership of the Common Stock of Issuer is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such Common Stock as a result of the relationships described under Item 2 and Item 3 of this Schedule 13D and the matters described in Item 3, Item 4 and Item 5 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any shares of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(2)The calculation of this percentage is based on 25,268,932 shares of Common Stock outstanding as of November 5, 2015 (as represented in the Merger Agreement discussed in Items 3 and 4 of this Schedule 13D).

 

 
 

Page 4 of 12 Pages

 

 

1.

Name of Reporting Person

 

AstraZeneca UK Limited

2.

Check the Appropriate Box if a Member of a Group

 

(a): ☒ (b): ☐

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

 

OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

 

N/A

6.

Citizenship or Place of Organization

 

United Kingdom

Number of Shares Beneficially Owned by Each Reporting Person
With		 7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

6,245,661(1)

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,245,661(1)

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
 
13.

Percent of Class Represented by Amount in Row (11)

 

24.7%(2)

14.

Type of Reporting Person

 

HC

         
 
(1)Beneficial ownership of the Common Stock of Issuer is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such Common Stock as a result of the relationships described under Item 2 and Item 3 of this Schedule 13D and the matters described in Item 3, Item 4 and Item 5 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any shares of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(2)The calculation of this percentage is based on 25,268,932 shares of Common Stock outstanding as of November 5, 2015 (as represented in the Merger Agreement discussed in Items 3 and 4 of this Schedule 13D).

 

 
 

Page 5 of 12 Pages

 

 

1.

Name of Reporting Person

 

AstraZeneca Treasury Limited

2.

Check the Appropriate Box if a Member of a Group

 

(a): ☒ (b): ☐

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

 

OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

 

N/A

6.

Citizenship or Place of Organization

 

United Kingdom

Number of Shares Beneficially Owned by Each Reporting Person
With		 7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

6,245,661(1)

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,245,661(1)

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
 
13.

Percent of Class Represented by Amount in Row (11)

 

24.7%(2)

14.

Type of Reporting Person

 

CO

         
 
(1)Beneficial ownership of the Common Stock of Issuer is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such Common Stock as a result of the relationships described under Item 2 and Item 3 of this Schedule 13D and the matters described in Item 3, Item 4 and Item 5 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any shares of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(2)The calculation of this percentage is based on 25,268,932 shares of Common Stock outstanding as of November 5, 2015 (as represented in the Merger Agreement discussed in Items 3 and 4 of this Schedule 13D).

 

 
 

Page 6 of 12 Pages

 

 

1.

Name of Reporting Person

 

AstraZeneca Holdings BV

2.

Check the Appropriate Box if a Member of a Group

 

(a): ☒ (b): ☐

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

 

OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

 

N/A

6.

Citizenship or Place of Organization

 

Netherlands

Number of Shares Beneficially Owned by Each Reporting Person
With		 7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

6,245,661(1)

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,245,661(1)

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
 
13.

Percent of Class Represented by Amount in Row (11)

 

24.7%(2)

14.

Type of Reporting Person

 

HC

         
 
(1)Beneficial ownership of the Common Stock of Issuer is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such Common Stock as a result of the relationships described under Item 2 and Item 3 of this Schedule 13D and the matters described in Item 3, Item 4 and Item 5 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any shares of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(2)The calculation of this percentage is based on 25,268,932 shares of Common Stock outstanding as of November 5, 2015 (as represented in the Merger Agreement discussed in Items 3 and 4 of this Schedule 13D).

 

 
 

Page 7 of 12 Pages

 

 

1.

Name of Reporting Person

 

Zeneca Holdings, Inc.

2.

Check the Appropriate Box if a Member of a Group

 

(a): ☒ (b): ☐

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

 

OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

 

N/A

6.

Citizenship or Place of Organization

 

Delaware

Number of Shares Beneficially Owned by Each Reporting Person
With		 7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

6,245,661(1)

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,245,661(1)

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
 
13.

Percent of Class Represented by Amount in Row (11)

 

24.7%(2)

14.

Type of Reporting Person

 

CO

         
 
(1)Beneficial ownership of the Common Stock of Issuer is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such Common Stock as a result of the relationships described under Item 2 and Item 3 of this Schedule 13D and the matters described in Item 3, Item 4 and Item 5 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any shares of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(2)The calculation of this percentage is based on 25,268,932 shares of Common Stock outstanding as of November 5, 2015 (as represented in the Merger Agreement discussed in Items 3 and 4 of this Schedule 13D).

 

 
 

Page 8 of 12 Pages

 

 

1.

Name of Reporting Person

 

Zeneca, Inc.

2.

Check the Appropriate Box if a Member of a Group

 

(a): ☒ (b): ☐

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

 

OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

 

N/A

6.

Citizenship or Place of Organization

 

Delaware

Number of Shares Beneficially Owned by Each Reporting Person
With		 7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

6,245,661(1)

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,245,661(1)

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
 
13.

Percent of Class Represented by Amount in Row (11)

 

24.7%(2)

14.

Type of Reporting Person

 

CO

         
 
(1)Beneficial ownership of the Common Stock of Issuer is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such Common Stock as a result of the relationships described under Item 2 and Item 3 of this Schedule 13D and the matters described in Item 3, Item 4 and Item 5 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any shares of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(2)The calculation of this percentage is based on 25,268,932 shares of Common Stock outstanding as of November 5, 2015 (as represented in the Merger Agreement discussed in Items 3 and 4 of this Schedule 13D).

 

 
 

Page 9 of 12 Pages

 

 

1.

Name of Reporting Person

 

Zanzibar Acquisition Corp.

2.

Check the Appropriate Box if a Member of a Group

 

(a): ☒ (b): ☐

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

 

OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

 

N/A

6.

Citizenship or Place of Organization

 

Delaware

Number of Shares Beneficially Owned by Each Reporting Person
With		 7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

6,245,661(1)

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,245,661(1)

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
 
13.

Percent of Class Represented by Amount in Row (11)

 

24.7%(2)

14.

Type of Reporting Person

 

CO

         
 
(1)Beneficial ownership of the Common Stock of Issuer is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such Common Stock as a result of the relationships described under Item 2 and Item 3 of this Schedule 13D and the matters described in Item 3, Item 4 and Item 5 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any shares of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(2)The calculation of this percentage is based on 25,268,932 shares of Common Stock outstanding as of November 5, 2015 (as represented in the Merger Agreement discussed in Items 3 and 4 of this Schedule 13D).

 

 
 

Page 10 of 12 Pages

 

 

Amendment No. 1 to Schedule 13D

 

Introductory Statement

 

This Amendment No. 1 on Schedule 13D (“Amendment No. 1”) amends the Schedule 13D filed jointly on behalf of Zanzibar Acquisition Corp., Zeneca, Inc., Zeneca Holdings, Inc., AstraZeneca Holdings BV, AstraZeneca Treasury Limited, AstraZeneca UK Limited, AstraZeneca Intermediate Holdings Limited, and Astra Zeneca PLC on November 13, 2015 (the “Schedule 13D”). Capitalized terms used in this Amendment No. 1 but not otherwise defined herein have the meanings set forth in the Schedule 13D. Except as specifically set forth herein, the Schedule 13D remains unmodified.

 

Item 3. Source and Amount of Funds

 

The first sentence of the third paragraph of Item 3 is hereby amended and restated in its entirety as follows:

 

“Concurrently with the execution of the Merger Agreement, each of Alta Partners VIII, L.P., Devon Park Bioventures, L.P., Devon Park Associates, L.P., Sofinnova Venture Partners VIII, L.P., D. Jeffrey Keyser and Alvaro Guillem (each, a “Supporting Stockholder”) entered into a tender and support agreement, dated November 5, 2015, with Issuer, Parent and Purchaser (the “Tender and Support Agreement”).”

 

 
 

Page 11 of 12 Pages

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.

 

Date: November 20, 2015

 

ZANZIBAR ACQUISITION CORP.
   
By:

/s/ David E. White

 
  Name: David E. White
  Title: Treasurer

     
ZENECA, INC.
   
By:

/s/ David E. White

 
  Name: David E. White
  Title: Treasurer

 
ASTRAZENECA PLC
   
By:

/s/ Adrian Kemp

 
  Name: Adrian Kemp
  Title: Company Secretary

 

 
 

Page 12 of 12 Pages

 

 

SIGNATURES (CONT.)

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.

 

Date: November 20, 2015

 

     
ZENECA HOLDINGS, INC.
   
By:

/s/ David E. White

 

 
  Name: David E. White
  Title: Treasurer

     
ASTRAZENECA HOLDINGS BV
   
By:

/s/ J.A.M. van Opdorp

 

 
  Name: J.A.M. van Opdorp
  Title: Managing Director

     
ASTRAZENECA TREASURY LIMITED
   
By:

/s/ Adrian Kemp

 

 
  Name: Adrian Kemp
  Title: Company Secretary

     
ASTRAZENECA UK LIMITED
   
By:

/s/ Adrian Kemp

 

 
  Name: Adrian Kemp
  Title: Company Secretary

     
ASTRAZENECA INTERMEDIATE HOLDINGS LIMITED
   
By:

/s/ Marc Dunoyer

 

 
  Name: Marc Dunoyer
  Title: Director