0001104659-15-050880.txt : 20150713 0001104659-15-050880.hdr.sgml : 20150713 20150713171235 ACCESSION NUMBER: 0001104659-15-050880 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150713 DATE AS OF CHANGE: 20150713 GROUP MEMBERS: MONTREUX EQUITY PARTNERS V, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EPIRUS Biopharmaceuticals, Inc. CENTRAL INDEX KEY: 0001135906 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043514457 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81444 FILM NUMBER: 15985992 BUSINESS ADDRESS: STREET 1: 699 BOYLSTON ST STREET 2: 8TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: (617) 600-3497 MAIL ADDRESS: STREET 1: 699 BOYLSTON ST STREET 2: 8TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: Zalicus Inc. DATE OF NAME CHANGE: 20100908 FORMER COMPANY: FORMER CONFORMED NAME: COMBINATORX, INC DATE OF NAME CHANGE: 20041208 FORMER COMPANY: FORMER CONFORMED NAME: COMBINATORX INC DATE OF NAME CHANGE: 20010301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MONTREUX EQUITY PARTNERS IV LP CENTRAL INDEX KEY: 0001423641 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE FERRY BUILDING, STREET 2: SUITE 255 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 650-234-1200 MAIL ADDRESS: STREET 1: ONE FERRY BUILDING, STREET 2: SUITE 255 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13D/A 1 a15-15605_1sc13da.htm SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

 

SCHEDULE 13D
[Rule 13d-101]

 

 

(Amendment No. 2)*

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a)

 

EPIRUS Biopharmaceuticals, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

29428P107

(CUSIP Number)

 

Daniel K. Turner, III

One Ferry Building, Suite 255,

San Francisco, CA 94111.

(650) 234-1200

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

with copies to:

Scott D. Elliott

Ropes & Gray LLP

Three Embarcadero Center

San Francisco, CA 94111

(415) 315-6379

 

June 15, 2015

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* 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 disclosures provided in a prior cover page.

 

The information required on 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.  29428P107

 

 

1.

Names of Reporting Persons
Montreux Equity Partners IV, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
California, United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
346,641 shares of Common Stock (See Item 5)

 

8.

Shared Voting Power
-

 

9.

Sole Dispositive Power
346,641 shares of Common Stock (See Item 5)

 

10.

Shared Dispositive Power
-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
346,641 shares of Common Stock (See Item 5)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row 11
1.5% (See Item 5)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

2


 

CUSIP No.  29428P107

 

 

1.

Names of Reporting Persons
Montreux Equity Partners V, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
California, United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
16,159 shares of Common Stock (See Item 5)

 

8.

Shared Voting Power
-

 

9.

Sole Dispositive Power
16,159 shares of Common Stock (See Item 5)

 

10.

Shared Dispositive Power
-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
16,159 shares of Common Stock (See Item 5)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row 11
0.1% (See Item 5)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

3


 

This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on July 25, 2014 (the “Original Schedule 13D” and, as amended and supplemented by Amendment No. 1, filed by the Reporting Persons on February 6, 2015, the “Schedule 13D”) with respect to the Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

 

Item 4.                             Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs at the end of Item 4:

 

Montreux Equity Partners IV, L.P. sold an aggregate of 1,324,758 shares of Common Stock in open market transactions from March 16, 2015 through June 15, 2015.

 

Montreux Equity Partners V, L.P. sold an aggregate of 255,317 shares of Common Stock in open market transactions from March 4, 2015 through June 15, 2015.

 

Item 5.                             Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a)-(b) The following information with respect to the ownership of the Common Stock of the Issuer by the persons filing this Schedule 13D is provided as of June 15, 2015:

 

Reporting Persons

 

Shares
Held
Directly (3)

 

Sole
Voting
Power (3)

 

Shared
Voting
Power

 

Sole
Dispositive
Power (3)

 

Shared
Dispositive
Power

 

Beneficial
Ownership (3)

 

Percentage
of Class (4)

 

MEP IV (1)

 

346,641

 

346,641

 

0

 

346,641

 

0

 

346,641

 

1.5

%

MEP V (2)

 

16,159

 

16,159

 

0

 

16,159

 

0

 

16,159

 

0.1

%

 

(1) John J. Savarese, M.D., Howard D. Palefsky and Daniel K. Turner III are the managers of Montreux Equity Management IV, LLC, which is the sole general partner of Montreux Equity Partners IV, L.P., which directly holds 346,641 shares of Common Stock of the Issuer.

(2) Daniel K. Turner III is the sole manager of Montreux Equity Management V, LLC, which is the sole general partner of Montreux Equity Partners V, L.P., which directly holds 16,159 shares of Common Stock of the Issuer.

(3) The securities reported herein reflect the 1-for-10 reverse stock split effected by the Issuer on July 16, 2014.

(4) This percentage is calculated based upon 23,514,851 shares of Common Stock outstanding (as of May 11, 2015) as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2015.

 

(c) The Reporting Persons sold the following shares of Common Stock in open market transactions during the 60 days preceding the date of the cover of this Amendment:

 

Entity

 

Date of Transaction

 

Number of Shares Sold

 

Price Per Share

 

MEP IV

 

April 15, 2015

 

71,020

 

$

9.4188

(1)

MEP V

 

April 15, 2015

 

3,310

 

$

9.4188

(1)

MEP IV

 

April 16, 2015

 

47,774

 

$

9.4827

(2)

MEP V

 

April 16, 2015

 

2,226

 

$

9.4827

(2)

MEP IV

 

April 17, 2015

 

1,529

 

$

9.2313

(3)

MEP V

 

April 17, 2015

 

71

 

$

9.2313

(3)

MEP IV

 

April 20, 2015

 

47,774

 

$

8.8895

(4)

MEP V

 

April 20, 2015

 

2,226

 

$

8.8895

(4)

MEP IV

 

April 21, 2015

 

23,887

 

$

9.0669

(5)

MEP V

 

April 21, 2015

 

1,113

 

$

9.0669

(5)

MEP IV

 

April 22, 2015

 

8,408

 

$

8.8393

(6)

MEP V

 

April 22, 2015

 

392

 

$

8.8393

(6)

 

4


 

MEP IV

 

April 23, 2015

 

3,440

 

$

8.8053

(7)

MEP V

 

April 23, 2015

 

160

 

$

8.8053

(7)

MEP IV

 

April 24, 2015

 

14,301

 

$

9.0489

(8)

MEP V

 

April 24, 2015

 

666

 

$

9.0489

(8)

MEP IV

 

April 28, 2015

 

17,362

 

$

7.5858

(9)

MEP V

 

April 28, 2015

 

809

 

$

7.5858

(9)

MEP IV

 

April 29, 2015

 

1,338

 

$

7.5400

(10)

MEP V

 

April 29, 2015

 

62

 

$

7.5400

(10)

MEP IV

 

May 14, 2015

 

11,848

 

$

5.8192

(11)

MEP V

 

May 14, 2015

 

552

 

$

5.8192

(11)

MEP IV

 

May 15, 2015

 

4,777

 

$

5.8061

(12)

MEP V

 

May 15, 2015

 

223

 

$

5.8061

(12)

MEP IV

 

May 18, 2015

 

29,811

 

$

5.7523

(13)

MEP V

 

May 18, 2015

 

1,389

 

$

5.7523

(13)

MEP IV

 

May 19, 2015

 

14,237

 

$

5.9887

(14)

MEP V

 

May 19, 2015

 

663

 

$

5.9887

(14)

MEP IV

 

May 20, 2015

 

191

 

$

5.8050

(15)

MEP V

 

May 20, 2015

 

9

 

$

5.8050

(15)

MEP IV

 

May 21, 2015

 

4,968

 

$

5.7552

(16)

MEP V

 

May 21, 2015

 

232

 

$

5.7552

(16)

MEP IV

 

May 26, 2015

 

13,713

 

$

5.4630

(17)

MEP V

 

May 26, 2015

 

639

 

$

5.4630

(17)

MEP IV

 

May 28, 2015

 

17,169

 

$

5.8350

(18)

MEP V

 

May 28, 2015

 

800

 

$

5.8350

(18)

MEP IV

 

May 29, 2015

 

10,176

 

$

5.5644

(19)

MEP V

 

May 29, 2015

 

474

 

$

5.5644

(19)

MEP IV

 

June 1, 2015

 

20,748

 

$

5.3649

(20)

MEP V

 

June 1, 2015

 

967

 

$

5.3649

(20)

MEP IV

 

June 2, 2016

 

16,052

 

$

5.8427

(21)

MEP V

 

June 2, 2016

 

748

 

$

5.8427

(21)

MEP IV

 

June 3, 2015

 

52,551

 

$

6.6461

(22)

MEP V

 

June 3, 2015

 

2,449

 

$

6.6461

(22)

MEP IV

 

June 4, 2015

 

47,774

 

$

7.2914

(23)

MEP V

 

June 4, 2015

 

2,226

 

$

7.2914

(23)

MEP IV

 

June 5, 2015

 

1,289

 

$

6.3578

(24)

MEP V

 

June 5, 2015

 

60

 

$

6.3578

(24)

MEP IV

 

June 8, 2015

 

1,147

 

$

6.2392

(25)

MEP V

 

June 8, 2015

 

53

 

$

6.2392

(25)

MEP IV

 

June 9, 2015

 

4,453

 

$

6.0079

(26)

MEP V

 

June 9, 2015

 

207

 

$

6.0079

(26)

MEP IV

 

June 10, 2015

 

2,872

 

$

5.9098

(27)

MEP V

 

June 10, 2015

 

134

 

$

5.9098

(27)

MEP IV

 

June 11, 2015

 

1,720

 

$

6.0261

(28)

MEP V

 

June 11, 2015

 

80

 

$

6.0261

(28)

MEP IV

 

June 15, 2015

 

1,684

 

$

5.7136

(29)

MEP V

 

June 15, 2015

 

78

 

$

5.7136

(29)

 

(1)                     The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.23 to $9.57, inclusive.

(2)                     The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.24 to $9.55, inclusive.

(3)                     The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.20 to $9.28, inclusive.

(4)                     The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.80 to $8.98, inclusive.

 

5


 

(5)                     The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.00 to $9.155, inclusive.

(6)                     The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.80 to $9.05, inclusive.

(7)                     The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.80 to $8.83, inclusive.

(8)                     The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.80 to $9.0906, inclusive.

(9)                     The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.50 to $7.84, inclusive.

(10)              The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.50 to $7.60, inclusive.

(11)              The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.75 to $5.92, inclusive.

(12)              The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.75 to $5.89, inclusive.

(13)              The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.40 to $5.97, inclusive.

(14)              The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.80 to $6.12, inclusive.

(15)              The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.80 to $5.81, inclusive.

(16)              The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.60 to $5.89, inclusive.

(17)              The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.40 to $5.555, inclusive.

(18)              The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.75 to $6.00, inclusive.

(19)              The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from$5.50 to $5.78, inclusive.

(20)              The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.26 to $5.55, inclusive.

(21)              The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.56 to $6.04, inclusive.

(22)              The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.81 to $7.14, inclusive.

(23)              The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.63 to $7.835, inclusive.

(24)              The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.33 to $6.385, inclusive.

(25)              The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.20 to $6.30, inclusive.

(26)              The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.00 to $6.05, inclusive.

(27)              The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.90 to $5.94, inclusive.

(28)              The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.00 to $6.05, inclusive.

(29)              The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.70 to $5.76, inclusive

 

(d) Not applicable.

 

(e) MEP IV ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer on April 6, 2015. As of such date, neither of the Reporting Persons was a beneficial owner of more than five percent of the Common Stock of the Issuer.

 

6


 

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: July 13, 2015

 

 

 

 

 

MONTREUX EQUITY PARTNERS IV, L.P.

 

By:

Montreux Equity Management IV, LLC

 

Its:

General Partner

 

By:

/s/ Daniel K. Turner, III

 

Name:

Daniel K. Turner, III

 

 

Manager

 

 

 

 

 

 

 

MONTREUX EQUITY PARTNERS V, L.P.

 

By:

Montreux Equity Management V, LLC

 

Its:

General Partner

 

By:

/s/ Daniel K. Turner, III

 

Name:

Daniel K. Turner, III

 

 

Manager

 

7