UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ARADIGM CORPORATION
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
038505301
(CUSIP Number)
December 31, 2012
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule if filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
CUSIP No. 038505301
1 |
Name of reporting persons.
Boxer Capital, LLC | |||||
2 | Check the appropriate box if a member of a group. (See instructions) (a) ¨ (b) x
| |||||
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.
15,706,284 | |||||
7 | Sole dispositive power.
-0- | |||||
8 | Shared dispositive power.
15,706,284 | |||||
9 |
Aggregate amount beneficially owned by each reporting person.
15,706,284 | |||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (see instructions). ¨
| |||||
11 | Percent of class represented by amount in row (9).
7.8%* | |||||
12 | Type of reporting person
CO |
* | Based on 201,346,385 Common Shares reported outstanding as of November 2, 2012 on the Issuers Quarterly Report on Form 10-Q filed on November 8, 2012. |
CUSIP No. 038505301
1 |
Name of reporting persons.
Boxer Asset Management Inc. | |||||
2 | Check the appropriate box if a member of a group. (See instructions) (a) ¨ (b) x
| |||||
3 | SEC use only.
| |||||
4 | Citizenship or place of organization.
Bahamas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | Sole voting power.
-0- | ||||
6 | Shared voting power.
15,706,284 | |||||
7 | Sole dispositive power.
-0- | |||||
8 | Shared dispositive power.
15,706,284 | |||||
9 |
Aggregate amount beneficially owned by each reporting person.
15,706,284 | |||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (see instructions). ¨
| |||||
11 | Percent of class represented by amount in row (9).
7.8%* | |||||
12 | Type of reporting person
CO |
* | Based on 201,346,385 Common Shares reported outstanding as of November 2, 2012 on the Issuers Quarterly Report on Form 10-Q filed on November 8, 2012. |
CUSIP No. 038505301
1 |
Name of reporting persons.
MVA Investors, LLC | |||||
2 | Check the appropriate box if a member of a group. (See instructions) (a) ¨ (b) x
| |||||
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.
793,851 | ||||
6 | Shared voting power.
-0- | |||||
7 | Sole dispositive power.
793,851 | |||||
8 | Shared dispositive power.
-0- | |||||
9 |
Aggregate amount beneficially owned by each reporting person.
793,851 | |||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (see instructions). ¨
| |||||
11 | Percent of class represented by amount in row (9).
0.4%* | |||||
12 | Type of reporting person
CO |
* | Based on 201,346,385 Common Shares reported outstanding as of November 2, 2012 on the Issuers Quarterly Report on Form 10-Q filed on November 8, 2012. |
CUSIP No. 038505301
1 |
Name of reporting persons.
Aaron Davis | |||||
2 | Check the appropriate box if a member of a group. (See instructions) (a) ¨ (b) x
| |||||
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.
450,000 | ||||
6 | Shared voting power.
-0- | |||||
7 | Sole dispositive power.
450,000 | |||||
8 | Shared dispositive power.
-0- | |||||
9 |
Aggregate amount beneficially owned by each reporting person.
450,000 | |||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (see instructions). ¨
| |||||
11 | Percent of class represented by amount in row (9).
0.2%* | |||||
12 | Type of reporting person
IN |
* | Based on 201,346,385 Common Shares reported outstanding as of November 2, 2012 on the Issuers Quarterly Report on Form 10-Q filed on November 8, 2012. |
CUSIP No. 038505301
1 |
Name of reporting persons.
Ivan Lieberburg | |||||
2 | Check the appropriate box if a member of a group. (See instructions) (a) ¨ (b) x
| |||||
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.
2,664,254 | ||||
6 | Shared voting power.
-0- | |||||
7 | Sole dispositive power.
2,664,254 | |||||
8 | Shared dispositive power.
-0- | |||||
9 |
Aggregate amount beneficially owned by each reporting person.
2,664,254 | |||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (see instructions). ¨
| |||||
11 | Percent of class represented by amount in row (9).
1.3%* | |||||
12 | Type of reporting person
IN |
* | Based on 201,346,385 Common Shares reported outstanding as of November 2, 2012 on the Issuers Quarterly Report on Form 10-Q filed on November 8, 2012. |
CUSIP No. 038505301
1 |
Name of reporting persons.
Joseph Lewis | |||||
2 | Check the appropriate box if a member of a group. (See instructions) (a) ¨ (b) x
| |||||
3 | SEC use only.
| |||||
4 | Citizenship or place of organization.
United Kingdom | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | Sole voting power.
-0- | ||||
6 | Shared voting power.
15,706,284 | |||||
7 | Sole dispositive power.
-0- | |||||
8 | Shared dispositive power.
15,706,284 | |||||
9 |
Aggregate amount beneficially owned by each reporting person.
15,706,284 | |||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (see instructions). ¨
| |||||
11 | Percent of class represented by amount in row (9).
7.8%* | |||||
12 | Type of reporting person
IN |
* | Based on 201,346,385 Common Shares reported outstanding as of November 2, 2012 on the Issuers Quarterly Report on Form 10-Q filed on November 8, 2012. |
This Amendment No. 2 (Amendment No. 2) amends and supplements the statement on Schedule 13G initially filed on May 31, 2011 (the Original Filing), as amended on February 14, 2012 (Amendment No. 1). The Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in Amendment No. 1 or this Amendment No. 2. Capitalized terms used and not defined in this Amendment No. 2 have the meanings set forth in the Original Filing, as amended. This Amendment No. 2 is being filed jointly pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the Exchange Act), by Boxer Capital, Boxer Management, MVA, Aaron Davis, Ivan Lieberburg and Joseph Lewis (collectively, the Reporting Persons).
Item 4. Ownership.
(a) | Amount beneficially owned: |
Boxer Capital, Boxer Management and Joseph Lewis beneficially own 15,706,284* Common Shares. MVA beneficially owns 793,851* Common Shares. Aaron Davis beneficially owns 450,000* Common Shares. Ivan Lieberburg beneficially owns 2,664,254* Common Shares.
(b) | Percent of class: |
The Common Shares beneficially owned by Boxer Capital, Boxer Management and Joseph Lewis represent 7.8%* of the Issuers outstanding Common Shares outstanding. The Common Shares beneficially owned by MVA represent 0.4%* of the Issuers outstanding Common Shares. The Common Shares beneficially owned by Aaron Davis represent 0.2%* of the Issuers outstanding Common Shares. The Common Shares beneficially owned by Ivan Lieberburg represent 1.3%* of the Issuers outstanding Common Shares.
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or direct the vote: |
MVA has the sole power to vote the 793,851* Common Shares it beneficially owns. Aaron Davis has the sole power to vote the 450,000* Common Shares he beneficially owns. Ivan Lieberburg has the sole power to vote the 2,664,254* Common Shares he beneficially owns. Boxer Capital, Boxer Management and Joseph Lewis do not have the sole power to vote or direct the vote of any Common Shares.
(ii) | Shared power to vote or to direct the vote: |
Boxer Capital, Boxer Management and Joseph Lewis have shared voting power with respect to the 15,706,284* Common Shares they beneficially own. None of MVA, Aaron Davis or Ivan Lieberburg has shared power to vote or direct the vote of any Common Shares.
(iii) | Sole power to dispose or direct the disposition of: |
MVA has the sole power to dispose of the 793,851* Common Shares it beneficially owns. Aaron Davis has the sole power to dispose of the 450,000* Common Shares he beneficially owns. Ivan Lieberburg has the sole power to dispose of the 2,664,254* Common Shares he beneficially owns. Boxer Capital, Boxer Management and Joseph Lewis do not have the sole power to dispose or direct the disposition of any Common Shares.
(iv) | Shared power to dispose or to direct the disposition of: |
The Boxer Capital, Boxer Management and Joseph Lewis have shared dispositive power with respect to the 15,706,284* Common Shares they beneficially own. None of MVA, Aaron Davis or Ivan Lieberburg has shared power to dispose of or direct the disposition of any Common Shares.
* | The Reporting Persons may be deemed to beneficially own 19,614,389 Common Shares which constitute approximately 9.7% of the Issuers outstanding Common Shares (based on 201,346,385 Common Shares reported outstanding as of November 2, 2012 on the Issuers Quarterly Report on Form 10-Q filed on November 8, 2012). Boxer Capital has shared voting and dispositive power with regard to the Common Shares it owns directly. Boxer Management and Joseph Lewis each have shared voting and dispositive power with regard to the Common Shares owned directly by Boxer Capital. MVA has sole voting and dispositive power over the Common Shares owned by it. Aaron Davis has sole voting and dispositive power over the Common Shares he owns. Ivan Lieberburg has sole voting and dispositive power over the Common Shares he owns. Neither Boxer Capital, Boxer Management nor Mr. Lewis have any voting or dispositive power with regard to the Common Shares held by MVA, Aaron Davis, or Ivan Lieberburg. |
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 10. Certification.
(c) 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 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.
Exhibits
1 | Joint Filing Agreement, dated the date hereof, between the Reporting Persons. |
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.
BOXER CAPITAL, LLC | ||||||
Date: February 12, 2013 | ||||||
By: /s/ Christopher Fuglesang | ||||||
Name: Christopher Fuglesang | ||||||
Title: Authorized Signatory | ||||||
BOXER ASSET MANAGEMENT INC. | ||||||
By: /s/ Jefferson R. Voss | ||||||
Name: Jefferson R. Voss | ||||||
Title: Director | ||||||
AARON DAVIS | ||||||
By: /s/ Aaron Davis | ||||||
Aaron Davis, Individually | ||||||
IVAN LIEBERBURG | ||||||
By: /s/ Ivan Lieberburg | ||||||
Ivan Lieberburg, Individually | ||||||
JOSEPH LEWIS | ||||||
By: /s/ Joseph Lewis | ||||||
Joseph Lewis, Individually | ||||||
MVA Investors, LLC | ||||||
By: /s/ Neil Reisman | ||||||
Name: Neil Reisman | ||||||
Title: Authorized Signatory |
Exhibit 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13G, dated February 12, 2013, with respect to the shares of Aradigm Corporation, Common Stock, no par value, is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13G and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 12 day of February, 2013.
BOXER CAPITAL, LLC |
By: /s/ Christopher Fuglesang |
Name: Christopher Fuglesang |
Title: Authorized Signatory |
BOXER ASSET MANAGEMENT INC. |
By: /s/ Jefferson R. Voss |
Name: Jefferson R. Voss |
Title: Director |
AARON DAVIS |
By: /s/ Aaron Davis |
Aaron Davis, Individually |
IVAN LIEBERBURG |
By: /s/ Ivan Lieberburg |
Ivan Lieberburg, Individually |
JOSEPH LEWIS |
By: /s/ Joseph Lewis |
Joseph Lewis, Individually |
MVA Investors, LLC |
By: /s/ Neil Reisman |
Name: Neil Reisman |
Title: Authorized Signatory |