0001140361-16-088916.txt : 20161206 0001140361-16-088916.hdr.sgml : 20161206 20161206171353 ACCESSION NUMBER: 0001140361-16-088916 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161202 FILED AS OF DATE: 20161206 DATE AS OF CHANGE: 20161206 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ARADIGM CORP CENTRAL INDEX KEY: 0001013238 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 943133088 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3929 POINT EDEN WAY CITY: HAYWARD STATE: CA ZIP: 94545 BUSINESS PHONE: 5102659000 MAIL ADDRESS: STREET 1: 3929 POINT EDEN WAY CITY: HAYWARD STATE: CA ZIP: 94545 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: First Eagle Value in Biotechnology Master Fund, Ltd. CENTRAL INDEX KEY: 0001457518 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36480 FILM NUMBER: 162036999 BUSINESS ADDRESS: STREET 1: C/O ASB ADVISERS, LLC, GENERAL COUNSEL STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 1 212- 698-3000 MAIL ADDRESS: STREET 1: C/O ASB ADVISERS, LLC, GENERAL COUNSEL STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 21 APRIL FUND, L.P. CENTRAL INDEX KEY: 0001459688 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36480 FILM NUMBER: 162037000 BUSINESS ADDRESS: STREET 1: FIRST EAGLE INVESTMENT MANAGEMENT, LLC STREET 2: 1345 AVENUE OF THE AMERICAS, 44TH FLOOR CITY: New York STATE: NY ZIP: 10105 BUSINESS PHONE: 212-698-3101 MAIL ADDRESS: STREET 1: FIRST EAGLE INVESTMENT MANAGEMENT, LLC STREET 2: 1345 AVENUE OF THE AMERICAS, 44TH FLOOR CITY: New York STATE: NY ZIP: 10105 FORMER NAME: FORMER CONFORMED NAME: 21 APRIL FUND LP DATE OF NAME CHANGE: 20090325 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 21 APRIL FUND, LTD. CENTRAL INDEX KEY: 0001459708 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36480 FILM NUMBER: 162037001 BUSINESS ADDRESS: STREET 1: Citco Fund Services (Cayman Islands) Ltd STREET 2: Regatta Office Park West Bay Road CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1205 BUSINESS PHONE: 345-949-3977 MAIL ADDRESS: STREET 1: Citco Fund Services (Cayman Islands) Ltd STREET 2: Regatta Office Park West Bay Road CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1205 FORMER NAME: FORMER CONFORMED NAME: 21 APRIL FUND LTD DATE OF NAME CHANGE: 20090325 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: First Eagle Investment Management, LLC CENTRAL INDEX KEY: 0001325447 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36480 FILM NUMBER: 162037002 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-698-3128 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 FORMER NAME: FORMER CONFORMED NAME: Arnhold & S. Bleichroeder Advisers, LLC DATE OF NAME CHANGE: 20050429 4 1 doc1.xml FORM 4 X0306 4 2016-12-02 0 0001013238 ARADIGM CORP ARDM 0001325447 First Eagle Investment Management, LLC 1345 AVENUE OF THE AMERICAS NEW YORK NY 10105 0 0 1 0 0001459708 21 APRIL FUND, LTD. 1345 AVENUE OF THE AMERICAS NEW YORK NY 10105 0 0 1 0 0001459688 21 APRIL FUND, L.P. 1345 AVENUE OF THE AMERICAS NEW YORK NY 10105 0 0 1 0 0001457518 First Eagle Value in Biotechnology Master Fund, Ltd. 1345 AVENUE OF THE AMERICAS NEW YORK NY 10105 0 0 1 0 Warrants to purchase Common Stock (right to buy) 5.21 2016-12-02 4 P 0 259117 5.21 A 2017-01-10 2021-07-14 Common Stock 259117 259117 I See Footnotes 9.0% Senior Convertible Notes due 2021 2021-04-30 Common Stock 575815 3000000 I See Footnotes See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. List of Exhibits: Exhibit 99.1 - Explanation of Responses FIRST EAGLE HOLDINGS, INC., By: /s/ Michael M. Kellen, Director 2016-12-06 FIRST EAGLE INVESTMENT MANAGEMENT, LLC, By: /s/ Michael M. Kellen, Director 2016-12-06 EX-99.1 2 f18753262.htm EXPLANATION OF RESPONSES
 

Explanation of Responses:
 
1. The warrants to purchase common stock of the Company (the “Warrants”) to which this Form 4 filing relates were issued on July 14, 2016 pursuant to the Securities Purchase Agreement dated April 21, 2016, by and among Aradigm Corporation (the “Company”) and the Purchasers listed on Schedules A and B thereto (the “Purchase Agreement”).
 
2. The Warrants are exercisable at a price of $5.21 per share of the Company’s common stock (the “Exercise Price”) for five years following the date of issuance of the Warrants, with such Exercise Price subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events or upon any distributions of assets, including cash, stock or other property to the Issuer’s stockholders.
 
3. The 259,117 shares of the Company’s common stock issuable upon exercise of the Warrants at the Exercise Price in effect on the date hereof are reported herein because such Warrants are exercisable within 60 days of the date hereof.  The number of shares of the Company’s common stock issuable under the Warrants is subject to adjustment in certain circumstances pursuant to the Warrants issued by the Company.
 
4. The Warrants are exercisable commencing on the later of 180 days after the date of issuance and the date of the public release of top line data related to the conclusion of ORBIT-3 and ORBIT-4 Phase 3 pivotal clinical trials for the Issuer’s investigational product Pulmaquin® inhaled ciprofloxacin.  The date of issuance was July 14, 2016.
 
5. The 9.0% Senior Convertible Notes due 2021 (the “Convertible Notes”) and the Warrants to which this Form 4 filing relates are held directly by First Eagle Value in Biotechnology Master Fund, Ltd., a Cayman Islands exempted company (“FEVIB”), 21 April Fund, Ltd., a Cayman Islands exempted company (“April LTD”), and 21 April Fund, L.P., a Delaware limited partnership (“April LP” and together with FEVIB and April LTD, the “Funds”), and certain managed accounts (collectively, the “Accounts”).
 
6. The Convertible Notes and the Warrants reported herein are indirectly beneficially owned by First Eagle Investment Management, LLC, a Delaware limited liability company and an investment adviser registered under the Investment Advisers Act of 1940 (“FEIM”), by virtue of its service as investment manager to the Funds and Accounts, which are under FEIM’s management and control. Each of the reporting persons disclaims beneficial ownership of the securities to which this Form 4 relates for the purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to such extent of the reporting person’s pecuniary interest in the securities.
 
7. The Convertible Notes were issued pursuant to the Purchase Agreement and an Indenture dated April 25, 2016 (the “Indenture”), by and between the Company and U.S. Bank National Association. The Convertible Notes accrue interest at a rate of 9.0% per annum payable semi-annually in arrears in equal instalments on May 1 and November 1 of each year, beginning on November 2, 2016. The Convertible Notes will mature on April 30, 2021 (the “Maturity Date”), unless earlier redeemed, repurchased or converted.
 
8. The conversion rate for the Convertible Notes is initially 191.9386 shares of common stock of the Company per $1,000 principal amount of Convertible Notes, which is an initial conversion price of approximately $5.21 per share of the Company’s common stock, and is subject to adjustment in certain circumstances pursuant to the Indenture.
 
9. Unless previously redeemed, or repurchased and cancelled, each Convertible Note will be convertible into common stock of the Company at the option of the noteholder at any time from and after the date of the Indenture up to close of business on the second business day immediately prior to the Maturity Date. However, in no event will the aggregate number of common stock of the Company issued to investors at any time exceed 19.99% of the total number of shares of common stock of the Company outstanding on the date of the Purchase Agreement (the “Conversion Share Cap”)  unless the Company has obtained stockholder approval for the issuance of more than such number of shares of common stock of the Company pursuant to NASDAQ Listing Rule 5635(d). Notwithstanding the foregoing, unless and until such stockholder approval is obtained, if the number of shares of common stock of the Company deliverable for conversion is greater than the Conversion Share Cap, then the number of shares of common stock of the Company delivers shall be capped at the Conversion Share Cap and the Company will pay cash in lieu of such shares that would otherwise be deliverable above the Conversion Share Cap. Such cash amount will be determined based on the daily VWAP over the five trading day period commencing on the second trading day following the applicable conversion date. On or after December 1, 2017, the Company may call the Convertible Notes for redemption if the last reported sale price of the common stock is equal to or greater than 200% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending within the five trading days immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.