0001535264-17-000028.txt : 20170210
0001535264-17-000028.hdr.sgml : 20170210
20170210165617
ACCESSION NUMBER: 0001535264-17-000028
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20170210
DATE AS OF CHANGE: 20170210
GROUP MEMBERS: ADAM C. STETTNER
GROUP MEMBERS: AUSTIN W. MARXE
GROUP MEMBERS: AWM INVESTMENT COMPANY, INC.
GROUP MEMBERS: DAVID M. GREENHOUSE
GROUP MEMBERS: LS ADVISERS, LLC
GROUP MEMBERS: MGP ADVISERS LIMITED PARTNERSHIP
GROUP MEMBERS: SPECIAL SITUATIONS CAYMAN FUND, L.P.
GROUP MEMBERS: SPECIAL SITUATIONS FUND III QP, L.P.
GROUP MEMBERS: SPECIAL SITUATIONS LIFE SCIENCES FUND, L.P.
GROUP MEMBERS: SSCAYMAN, LLC
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: ESSA Pharma Inc.
CENTRAL INDEX KEY: 0001633932
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: A1
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-88939
FILM NUMBER: 17594348
BUSINESS ADDRESS:
STREET 1: SUITE 720
STREET 2: 999 WEST BROADWAY
CITY: VANCOUVER
STATE: A1
ZIP: V5Z 1K5
BUSINESS PHONE: (778) 331-0962
MAIL ADDRESS:
STREET 1: SUITE 720
STREET 2: 999 WEST BROADWAY
CITY: VANCOUVER
STATE: A1
ZIP: V5Z 1K5
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: MARXE AUSTIN W & GREENHOUSE DAVID M
CENTRAL INDEX KEY: 0001044321
IRS NUMBER: 000000000
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: C/O SPECIAL SITUATIONS FUNDS
STREET 2: 527 MADISON AVENUE, SUITE 2600
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 2123196670
MAIL ADDRESS:
STREET 1: C/O SPECIAL SITUATIONS FUNDS
STREET 2: 527 MADISON AVENUE, SUITE 2600
CITY: NEW YORK
STATE: NY
ZIP: 10022
SC 13G
1
essa13gt.txt
ESSA 13G
THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
ESSA Pharma Inc.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
29668H104
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[X] 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. 29668H104
(1) Names of Reporting Persons. I.R.S. Identification Nos. of
Above Persons (entities only):
AWM Investment Company, 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, United States
Number of Shares Beneficially
Owned by Each Reporting Person
With
(5) Sole Voting Power:
1,696,968**
(6) Shared Voting Power: 0**
(7) Sole Dispositive Power:
1,696,968**
(8) Shared Dispositive Power: 0**
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,696,968**
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions):
(11) Percent of Class Represented by Amount in Row (9): 9.99%**
(12) Type of Reporting Person (See Instructions): IA
**AWM Investment Company, Inc., a Delaware corporation (?AWM?), is the
investment adviser to Special Situations Cayman Fund, L.P. (?CAYMAN?),
Special Situations Fund III QP, L.P. (?SSFQP?) and Special Situations
Life Sciences Fund, L.P. (?SSLS?) (CAYMAN, SSFQP and SSLS will
hereafter be referred to as the ?Funds?). As the investment adviser
to the Fund, AWM holds sole voting and investment power over 121,212
shares of Common Stock of the Issuer (the ?Shares?) and 181,818
Warrants*** to purchase Shares held by Cayman, 363,636 Shares and
545,454 Warrants*** to purchase Shares held by SSFQP and 1,212,120
Shares and 727,272 Warrants*** to purchase Shares held by SSLS. See
Items 2 and 4 of this Schedule for additional information.
*** The Warrants described herein may be exercised to the extent that the
total number of shares of Common Stock then beneficially owned does not
exceed 9.99% of the outstanding shares.
Item 1(a). Name Of Issuer: Essa Pharma Inc.
Item 1(b). Address of Issuer?s Principal Executive Offices:
999 West Broadway, Suite 720
Vancouver, British Columbia, Canada V5Z 1K5
Item 2(a). Name of Person Filing:
The person filing this report is AWM Investment Company, Inc.,
a Delaware corporation (?AWM?), which is the investment adviser
to Special Situations Cayman Fund, L.P., a Cayman Islands
Limited Partnership (?CAYMAN?), Special Situations Fund III QP,
L.P., a Delaware limited partnership (?SSFQP?) and Special
Situations Life Sciences Fund, L.P. a Delaware limited
partnership (?SSLS?),(CAYMAN, SSFQP and SSLS, will hereafter be
referred to as the ?Funds?). The principal business of each
Fund is to invest in equity and equity-related securities and
other securities of any kind or nature.
Austin W. Marxe (?Marxe?), David M. Greenhouse (?Greenhouse?)
and Adam C. Stettner (?Stettner?) are members of: SSCayman,
L.L.C., a Delaware limited liability company (?SSCAY?), the
general partner of CAYMAN, MGP Advisers Limited Partnership, a
Delaware limited partnership (?MGP?), the general partner of
SSFQP and LS Advisers, L.LC., a New York limited liability
company (?LS?), the general partner of SSLS. Marxe, Greenhouse
and Stettner are also controlling principals of AWM.
Item 2(b). Address of Principal Business Office or, if None,
Residence:
The principal business address for AWM is c/o Special
Situations Funds, 527 Madison Avenue, Suite 2600, New York, NY
10022.
Item 2(c). Citizenship: AWM is a Delaware Corporation.
Item 2(d). Title of Class of Securities: Common Stock, No Par
Value
Item 2(e). CUSIP No.: 29668H104
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:
Not Applicable.
Item 4. Ownership
(a) Amount Beneficially Owned: 1,696,968**
(b) Percent of Class: 9.99%**
(c) Number of Shares as to which the person has:
(i) sole power to vote or to direct the vote: 1,696,968**
(ii) shared power to vote or to direct the vote: 0**
(iii) sole power to dispose or to direct the disposition of:
1,696,968**
(iv) shared power to dispose or to direct the disposition
of: 0**
______________________________________________________________________
** AWM is the investment adviser to each of the Funds. As the
investment adviser to the Funds, AWM holds sole voting and investment
power over 121,212 shares of Common Stock of the Issuer (the ?Shares?)
and 181,818 Warrants*** to purchase Shares held by CAYMAN, 363,636
Shares and 545,454 Warrants*** to purchase Shares held by SSFQP and
1,212,120 Shares and 727,272 Warrants*** to purchase Shares held by
SSLS. Marxe, Greenhouse and Stettner are members of: SSCAY, the
general partner of CAYMAN; MGP, the general partner of SSFQP; and LS,
the general partner of SSLS. Marxe, Greenhouse and Stettner are also
controlling principals of AWM.
Item 5. Ownership of Five 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 five percent of the class of securities, check the
following. ___
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person
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
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
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: February 10, 2017
AWM INVESTMENT COMPANY, INC.
By:
Name: David M. Greenhouse
Title: Executive Vice President
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
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