0001437749-14-021292.txt : 20141124 0001437749-14-021292.hdr.sgml : 20141124 20141124065758 ACCESSION NUMBER: 0001437749-14-021292 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141124 DATE AS OF CHANGE: 20141124 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AxoGen, Inc. CENTRAL INDEX KEY: 0000805928 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 411301878 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-38985 FILM NUMBER: 141244587 BUSINESS ADDRESS: STREET 1: 13859 PROGRESS BLVD. STREET 2: SUITE 100 CITY: ALACHUA STATE: FL ZIP: 32615 BUSINESS PHONE: (386) 462-6817 MAIL ADDRESS: STREET 1: 13859 PROGRESS BLVD. STREET 2: SUITE 100 CITY: ALACHUA STATE: FL ZIP: 32615 FORMER COMPANY: FORMER CONFORMED NAME: LECTEC CORP /MN/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PDL BIOPHARMA, INC. CENTRAL INDEX KEY: 0000882104 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 943023969 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 932 SOUTHWOOD BLVD CITY: INCLINE VILLAGE STATE: NV ZIP: 89451 BUSINESS PHONE: 775-832-8500 MAIL ADDRESS: STREET 1: 932 SOUTHWOOD BLVD CITY: INCLINE VILLAGE STATE: NV ZIP: 89451 FORMER COMPANY: FORMER CONFORMED NAME: PROTEIN DESIGN LABS INC/DE DATE OF NAME CHANGE: 19930328 SC 13G 1 pdli20141121_sc13g.htm SCHEDULE 13G pdli20141121_sc13g.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

(Amendment No. ______)*

 

 

AxoGen, Inc.

 (Name of Issuer)

 

 

Common Stock, par value $0.01 per share 

(Title of Class of Securities)

 

 

523251 10 6 

(CUSIP Number)

 

 

November 13, 2014 

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

☐

Rule 13d-1(b)

 

 

☑

Rule 13d-1(c)

 

 

☐

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).

  

 
 
 

  

CUSIP No. 523251 10 6

13G 

Page 2 of 6 Pages 

 

 

 

1.

Names of Reporting Persons

PDL BioPharma, Inc.

 

2.

Check the Appropriate Box if a Member of a Group (see instructions)

 

  
 

(a)

☐

 

(b)

☐

3.

SEC USE ONLY

 

 

4.

Citizenship or Place of Organization

Delaware

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

5.

Sole Voting Power

1,810,048

 

6.

Shared Voting Power

0

 

7.

Sole Dispositive Power

1,810,048

 

8.

Shared Dispositive Power

0

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

1,810,048

 

10.

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

(see instructions)

 

☐

11.

Percent of Class Represented by Amount in Row 9

9.3%

 

12.

Type of Reporting Person (see instructions)

CO

 

  

 
 
 

 

CUSIP No. 523251 10 6

13G 

Page 3 of 6 Pages 

 

 

 

Item 1(a).

Name of Issuer:

AxoGen, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

13631 Progress Blvd., Suite 400 Alachua, Florida 32615

Item 2(a).

Name of Person Filing:

PDL BioPharma, Inc.

Item 2(b).

Address of Principal Business Office or, if none, Residence:

932 Southwood Boulevard, Incline Village, Nevada 89451

Item 2(c).

Citizenship: 

Delaware

Item 2(d).

Title of Class of Securities:

Common Stock, par value $0.01 per share

Item 2(e).

CUSIP Number:

523251 10 6

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)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

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

(h)

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

(i)

☐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)

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

(k)

☐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: ____

  

 
Page 3 of 6 pages 
 

  

CUSIP No. 523251 10 6

13G 

Page 4 of 6 Pages 

 

 

 

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:

1,810,048     

 

(b)

Percent of Class:

9.3%          
 

(c)

Number of shares as to which the person has:

  

 

(i)

Sole power to vote or to direct the vote

1,810,048     

 

(ii)

Shared power to vote or to direct the vote

0     

 

(iii)

Sole power to dispose or to direct the disposition of

 1,810,048     

 

(iv)

Shared power to dispose or to direct the disposition of

0     

 

Instruction: For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

 

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 ☐.

 

Not applicable.

 

Instruction: Dissolution of a group requires a response to this item.

 

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person

 

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

 

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.

 

If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

 

Not applicable.

  

 
 
 

   

CUSIP No. 523251 10 6

13G 

Page 5 of 6 Pages 

 

 

 

Item 8.

Identification and Classification of Members of the Group

 

If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of a Group

 

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

 

Not applicable.

 

Item 10.

Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

  

 
 
 

    

CUSIP No. 523251 10 6

13G 

Page 6 of 6 Pages 

 

 

 

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 

November 21, 2014 

 

PDL BioPharma, Inc.

 

 

 

 

 

 

 

 

By:  

/s/ John P. McLaughlin 

 

 

 

Name: 

John P. McLaughlin 

 

 

 

Title: 

President and Chief Executive Officer 

 

 

Page 6 of 6 pages