0000895345-15-000266.txt : 20151005 0000895345-15-000266.hdr.sgml : 20151005 20151005163933 ACCESSION NUMBER: 0000895345-15-000266 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151005 DATE AS OF CHANGE: 20151005 GROUP MEMBERS: ROBERTO MIGNONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TG THERAPEUTICS, INC. CENTRAL INDEX KEY: 0001001316 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 363898269 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-51051 FILM NUMBER: 151143764 BUSINESS ADDRESS: STREET 1: 787 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 554-4484 MAIL ADDRESS: STREET 1: 787 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: MANHATTAN PHARMACEUTICALS INC DATE OF NAME CHANGE: 20030310 FORMER COMPANY: FORMER CONFORMED NAME: ATLANTIC TECHNOLOGY VENTURES INC DATE OF NAME CHANGE: 20000330 FORMER COMPANY: FORMER CONFORMED NAME: ATLANTIC PHARMACEUTICALS INC DATE OF NAME CHANGE: 19960703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRIDGER MANAGEMENT, LLC CENTRAL INDEX KEY: 0001166309 IRS NUMBER: 582553507 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 90 PARK AVENUE, STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 212-918-0820 MAIL ADDRESS: STREET 1: 90 PARK AVENUE, STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: BRIDGER MANAGEMENT LLC DATE OF NAME CHANGE: 20020130 SC 13G 1 ja13g-tg-bridger.htm SC 13G
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

TG Therapeutics, Inc.
(Name of Issuer)

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

88322Q108
(CUSIP Number)

September 25, 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:

☐ 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).
SCHEDULE 13G

 
 
CUSIP No. 88322Q108
    

 
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Bridger Management, LLC
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                                                                 (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
 
0
 
6
 
SHARED VOTING POWER
 
3,154,988
 
7
 
SOLE DISPOSITIVE POWER
 
0
 
8
 
SHARED DISPOSITIVE POWER
 
3,154,988
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,154,988
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ☐
 
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.0%*
 
12
 
TYPE OF REPORTING PERSON*
 
IA

*Represents the percentage as of October 5, 2015 based on 52,547,286 shares of common stock outstanding as reported in the Issuer's Form 10Q filed with the SEC on August 10, 2015.
 
SCHEDULE 13G
 
 
CUSIP No. 88322Q108
    

 
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Roberto Mignone
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                                                               (a)  ☐
(b) ☒
 
3
 
SEC USE ONLY
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5
 
SOLE VOTING POWER
 
0
 
6
 
SHARED VOTING POWER
 
3,154,988
 
7
 
SOLE DISPOSITIVE POWER
 
0
 
8
 
SHARED DISPOSITIVE POWER
 
3,154,988
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,154,988
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ☐
 
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.0%*
 
12
 
TYPE OF REPORTING PERSON*
 
IN


*Represents the percentage as of October 5, 2015 based on 52,547,286 shares of common stock outstanding as reported in the Issuer's Form 10Q filed with the SEC on August 10, 2015.
 

Item 1(a).
Name of Issuer:  TG Therapeutics, Inc.
 
Item 1(b).
Address of Issuer's Principal Executive Offices:
3 Columbus Circle, 15th Floor, New York, New York 10019
 
Item 2(a, b, c). Name of Persons Filing, Address of Principal Business Office, Citizenship:

Bridger Management, LLC, a Delaware limited liability company, 90 Park Avenue – 40th Floor, New York, NY 10016
Mr. Roberto Mignone ("Mr. Mignone"), 90 Park Avenue – 40th Floor, New York, NY 10016.  Mr. Mignone is a United States citizen.

Item 2(d). Title of Class of Securities: Common Stock, $0.001 Par Value (the "Common Stock")

Item 2(e). CUSIP Number:  88322Q108

Item 3. Not Applicable.

Item 4. Ownership.

Information with respect to the Reporting Persons' ownership of the Common Stock as of October 5, 2015, is incorporated by reference to items (5) - (9) and (11) of the cover page of the respective Reporting Person.

Swiftcurrent Offshore Master Ltd., Swiftcurrent Partners L.P. and Bridger Healthcare, Ltd. are the owners of record of the Common Stock reported herein.  Bridger Management LLC is the investment adviser to Swiftcurrent Offshore Master Ltd., Swiftcurrent Partners L.P. and Bridger Healthcare, Ltd.  Mr. Mignone is the managing member of Bridger Management, LLC.  Each of Bridger Management LLC and Mr. Mignone may be deemed to share beneficial ownership of the Common Stock reported herein.

Item 5.                Ownership of Five Percent or less of a Class:

Not Applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

See Item 4.

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 Group.

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.
 
[Signature Page Follows:]
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.

DATED:  October 5, 2015
 
  BRIDGER MANAGEMENT, LLC  
       
 
By:
/s/ Roberto Mignone  
    Roberto Mignone, Managing Member  
     
    /s/ Roberto Mignone  
    Roberto Mignone, Individually  

 


 
 






EXHIBIT INDEX

Exhibit I:                          Joint Filing Statement Pursuant to Rule 13d-1(k)

Exhibit I

JOINT FILING STATEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED:  October 5, 2015
 
 
  BRIDGER MANAGEMENT, LLC  
       
 
By:
/s/ Roberto Mignone  
    Roberto Mignone, Managing Member  
     
    /s/ Roberto Mignone  
    Roberto Mignone, Individually