0001140361-17-034162.txt : 20170901 0001140361-17-034162.hdr.sgml : 20170901 20170901162631 ACCESSION NUMBER: 0001140361-17-034162 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170831 FILED AS OF DATE: 20170901 DATE AS OF CHANGE: 20170901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DENNER ALEXANDER J CENTRAL INDEX KEY: 0001361754 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22245 FILM NUMBER: 171066605 MAIL ADDRESS: STREET 1: C/O SARISSA CAPITAL MANAGEMENT LP STREET 2: 660 STEAMBOAT ROAD, 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 FORMER NAME: FORMER CONFORMED NAME: Denner Alexander J DATE OF NAME CHANGE: 20060504 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sarissa Capital Domestic Fund LP CENTRAL INDEX KEY: 0001575277 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22245 FILM NUMBER: 171066603 BUSINESS ADDRESS: STREET 1: 660 STEAMBOAT ROAD, 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-302-2333 MAIL ADDRESS: STREET 1: 660 STEAMBOAT ROAD, 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sarissa Capital Management LP CENTRAL INDEX KEY: 0001577524 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22245 FILM NUMBER: 171066604 BUSINESS ADDRESS: STREET 1: 660 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-302-2330 MAIL ADDRESS: STREET 1: 660 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sarissa Capital Offshore Master Fund LP CENTRAL INDEX KEY: 0001577530 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22245 FILM NUMBER: 171066606 BUSINESS ADDRESS: STREET 1: C/O SARISSA CAPITAL MANAGEMENT STREET 2: 660 STEAMBOAT ROAD 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-302-2330 MAIL ADDRESS: STREET 1: C/O SARISSA CAPITAL MANAGEMENT STREET 2: 660 STEAMBOAT ROAD 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: APRICUS BIOSCIENCES, INC. CENTRAL INDEX KEY: 0001017491 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 870449967 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11975 EL CAMINO REAL, STREET 2: SUITE 300 CITY: SAN DIEGO, STATE: CA ZIP: 92130 BUSINESS PHONE: (858) 222-8041 MAIL ADDRESS: STREET 1: 11975 EL CAMINO REAL, STREET 2: SUITE 300 CITY: SAN DIEGO, STATE: CA ZIP: 92130 FORMER COMPANY: FORMER CONFORMED NAME: NEXMED INC DATE OF NAME CHANGE: 19970311 4 1 doc1.xml FORM 4 X0306 4 2017-08-31 0 0001017491 APRICUS BIOSCIENCES, INC. APRI 0001361754 DENNER ALEXANDER J C/O SARISSA CAPITAL MANAGEMENT LP 660 STEAMBOAT ROAD GREENWICH CT 06830 0 0 1 0 0001577524 Sarissa Capital Management LP 660 STEAMBOAT ROAD GREENWICH CT 06830 0 0 1 0 0001575277 Sarissa Capital Domestic Fund LP C/O SARISSA CAPITAL MANAGEMENT LP 660 STEAMBOAT ROAD GREENWICH CT 06830 0 0 1 0 0001577530 Sarissa Capital Offshore Master Fund LP C/O SARISSA CAPITAL MANAGEMENT 660 STEAMBOAT ROAD 3RD FLOOR GREENWICH CT 06830 0 0 1 0 Common Stock 2017-08-31 4 P 0 6104 1.63 A 1447906 I See footnotes Warrants to purchase Common Stock 8.80 2017-08-31 4 P 0 2835 A 2016-09-04 2023-03-03 Common Stock 2835 672453 I See footnotes On August 31, 2017, in connection with a private transaction with Sarissa Capital Master Offshore Fund LP, a Cayman Island exempted limited partnership ("Sarissa Offshore"), and Sarissa Capital Domestic Fund LP, a Delaware limited partnership ("Sarissa Domestic"), Dr. Alexander Denner increased his pecuniary interest in shares of common stock and warrants to purchase common stock of Apricus Biosciences, Inc. through his direct interest in Sarissa Domestic and his indirect interest in Sarissa Offshore. All shares and warrants reported herein as of August 31, 2017 are beneficially owned by Sarissa Offshore. Sarissa Capital Management GP LLC, a Delaware limited liability company ("Sarissa Capital GP"), is the general partner of Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), the investment advisor to Sarissa Offshore. Dr. Denner is the Chief Investment Officer of Sarissa Capital and the managing member of Sarissa Capital GP. By virtue of the foregoing, Sarissa Capital and Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares and warrants that Sarissa Offshore directly beneficially owns. Sarissa Capital and Dr. Denner disclaim beneficial ownership of these shares and warrants except to the extent of any pecuniary interest therein. The shares of common stock and warrant reported herein were acquired at the per share price referred to above. /s/ Alexander J. Denner 2017-09-01 /s/ Sarissa Capital Management LP 2017-09-01 /s/ Sarissa Capital Domestic Fund LP 2017-09-01 /s/ Sarissa Capital Offshore Master Fund LP 2017-09-01