0001214659-17-001696.txt : 20170306 0001214659-17-001696.hdr.sgml : 20170306 20170306160132 ACCESSION NUMBER: 0001214659-17-001696 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170306 DATE AS OF CHANGE: 20170306 GROUP MEMBERS: KEVIN C. TANG GROUP MEMBERS: TANG CAPITAL MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LA JOLLA PHARMACEUTICAL CO CENTRAL INDEX KEY: 0000920465 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 330361285 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44849 FILM NUMBER: 17667840 BUSINESS ADDRESS: STREET 1: 10182 TELESIS COURT, 6TH FLOOR CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-207-4264 MAIL ADDRESS: STREET 1: 10182 TELESIS COURT, 6TH FLOOR CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TANG CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001191935 IRS NUMBER: 680517277 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4747 EXECUTIVE DRIVE STREET 2: SUITE 510 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-200-3830 MAIL ADDRESS: STREET 1: 4747 EXECUTIVE DRIVE STREET 2: SUITE 510 CITY: SAN DIEGO STATE: CA ZIP: 92121 SC 13D/A 1 m35170sc13da8.htm AMENDMENT NO. 8 s36161sc13da7.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
( Amendment No. 8)*
 
 
La Jolla Pharmaceutical Company
(Name of Issuer)
 
Common Stock, par value $0.0001
(Title of Class of Securities)
 
503459604
(CUSIP Number)

Kevin C. Tang
Tang Capital Management, LLC
4747 Executive Drive, Suite 510
San Diego, CA 92121
(858) 200-3830
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
March 2, 2017
(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.  ☐
 
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).
 
(Continued on following pages)
1
 
CUSIP NO. 503459604
 
 
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Tang Capital Partners, LP
2.
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ý
3.
SEC Use Only
 
4.
Source of Funds
 
WC
5.
Check If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)
 
o
6.
Citizenship or Place of Organization
 
Delaware
Number of
Shares Beneficially
Owned by
Each Reporting
Person With
7.
Sole Voting Power
   0
8.
Shared Voting Power
     3,291,165
9.
Sole Dispositive Power
    0
10.
Shared Dispositive Power
    3,291,165
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
     3,291,165
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares          ¨
 
13.
Percent of Class Represented by Amount in Row (11)
     18.0%
14
Type of Reporting Person
PN
 
2
 
CUSIP NO. 503459604
 
 
 
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Tang Capital Management, LLC
2.
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ý
3.
SEC Use Only
 
4.
Source of Funds
 
WC
5.
Check If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)
 
o
6.
Citizenship or Place of Organization
 
Delaware
Number of
Shares Beneficially
Owned by
Each Reporting
Person With
7.
Sole Voting Power
        0
8.
Shared Voting Power
    3,291,165
9.
Sole Dispositive Power
      0
10.
Shared Dispositive Power
     3,291,165
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
    3,291,165
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares          ¨
 
13.
Percent of Class Represented by Amount in Row (11)
18.0%
14
Type of Reporting Person
OO
 
3
 
CUSIP NO. 503459604
 
 
 
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Kevin C. Tang
2.
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ý
3.
SEC Use Only
 
4.
Source of Funds
 
PF, WC, OO
5.
Check If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)
 
o
6.
Citizenship or Place of Organization
 
United States
Number of
Shares Beneficially
Owned by
Each Reporting
Person With
7.
Sole Voting Power
35,000
8.
Shared Voting Power
    3,291,165
9.
Sole Dispositive Power
35,000
10.
Shared Dispositive Power
    3,291,165
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,326,165
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares           ¨
 
13.
Percent of Class Represented by Amount in Row (11)
18.2%
14
Type of Reporting Person
IN
 
4
 
Explanatory Note:  This Amendment No. 8 relates to and amends the Statement of Beneficial Ownership on Schedule 13D/A (“Schedule 13D/A”) of Tang Capital Partners, LP, a Delaware limited partnership, Tang Capital Management, LLC, a Delaware limited liability company, and Kevin C. Tang, a United States citizen (each, a “Reporting Person” and collectively, the “Reporting Persons”), initially filed jointly by the Reporting Persons with the U.S. Securities and Exchange Commission on August 7, 2014, and amended on September 2, 2014, September 30, 2014, December 16, 2014, May 15, 2015, June 24, 2015, August 21, 2015 and March 7, 2016 (as amended, the “Statement”), with respect to the Common Stock, $0.0001 par value (the “Common Stock”), of La Jolla Pharmaceutical Company, a California corporation (the “Issuer”).
 
Items 3 and 5 of the Statement are hereby amended to the extent hereinafter expressly set forth.  All capitalized terms used and not expressly defined herein have the respective meanings ascribed to such terms in the Statement.
 
Item 3. Source and Amount of Funds or Other Consideration
 
Item 3 of the Statement is hereby amended to add the following:
 
On September 9, 2016, Tang Capital Partners, LP purchased 100,000 shares of the Issuer’s Common Stock through the open market at a weighted-average price of $19.7197 per share.

On September 12, 2016, Tang Capital Partners, LP purchased 22,587 shares of the Issuer’s Common Stock through the open market at a weighted-average price of $19.9179 per share.

On September 13, 2016, Tang Capital Partners, LP purchased 16,448 shares of the Issuer’s Common Stock through the open market at a weighted-average price of $20.2769 per share.

On January 4, 2017, Kevin C. Tang, in his capacity as a board member of the Issuer, was granted an option to purchase 10,000 shares of the Issuer’s Common Stock at a price of $19.19 per share, subject to vesting conditions.

On March 2, 2017, Tang Capital Partners, LP purchased 100,000 shares of the Issuer’s Common Stock through the open market at a weighted-average price of $34.6384 per share.

Tang Capital Partners, LP holds some of its shares in commingled margin accounts with various financial institutions, which may extend margin credit to Tang Capital Partners, LP as and when required, to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and credit policies.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.  The margin accounts may from time to time have debit balances.  Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the shares of Common Stock reported herein.
 
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Item 5.   Interest in Securities of the Issuer.
 
Item 5 of the Statement is hereby amended and restated in its entirety as follows:
 
(a)       Amount beneficially owned and percentage of class:
 
             Tang Capital Partners, LP
3,291,165 shares, representing 18.0% of the class
  Tang Capital Management, LLC  
3,291,165 shares, representing 18.0% of the class
  Kevin C. Tang  
3,326,165 shares, representing 18.2% of the class
   
Tang Capital Partners, LP is the beneficial owner of 3,291,165 shares of the Issuer’s Common Stock and 3,519.315 shares of the Issuer’s Series C-12 Preferred.  As described below, the shares of the Series C-12 Preferred owned by Tang Capital Partners, LP are not currently convertible.  Tang Capital Partners, LP shares voting and dispositive power over such shares of Common Stock and Series C-12 Preferred with Tang Capital Management, LLC and Kevin C. Tang.
 
Tang Capital Management, LLC, as the general partner of Tang Capital Partners, LP, may be deemed to beneficially own the shares of the Issuer’s Common Stock and Series C-12 Preferred owned by Tang Capital Partners, LP.  Tang Capital Management, LLC shares voting and dispositive power over such shares with Tang Capital Partners, LP and Kevin C. Tang.
 
Kevin C. Tang is the beneficial owner of 3,326,165 shares of the Issuer’s Common Stock, which is comprised of the 3,291,165 shares of the Issuer’s Common Stock beneficially owned by Tang Capital Partners, LP and 35,000 shares of the Issuer’s Common Stock underlying stock options owned by Mr. Tang that are exercisable within 60 days of the date of this Statement.  Mr. Tang also owns additional stock options to purchase up to 13,000 shares of the Issuer’s Common Stock that are excluded from his beneficial ownership as of the date of this Statement, as they are not exercisable within 60 days from such date.  Additionally, Mr. Tang is the beneficial owner of the 3,519.315 shares of the Series C-12 Preferred owned by Tang Capital Partners, LP and 157.015 shares of the Series C-12 Preferred owned by the Kevin C. Tang Foundation, Inc.  As described below, the shares of Series C-12 Preferred beneficially owned by Mr. Tang are not currently convertible.
 
The Series C-12 Preferred is convertible into the Issuer’s Common Stock at a rate of 1,724 shares of Common Stock for each share of Series C-12 Preferred.  There is no right to convert the Series C-12 Preferred to the extent that, after giving effect to such conversion, the holder and its affiliates would beneficially own in excess of 9.999% of the outstanding shares of the Issuer’s Common Stock following such conversion.  The holder can amend or waive the foregoing limitation by written notice to the Issuer, with such waiver taking effect only upon the expiration of a 61-day notice period.  The foregoing limitation remains in effect with respect to the Series C-12 Preferred owned by the Reporting Persons, and, accordingly, no shares are currently issuable upon conversion of the Series C-12 Preferred.  This description of the Series C-12 Preferred is qualified in its entirety by reference to: (i) the Issuer’s Amended and Restated Articles of Incorporation, which is set forth on Exhibit 3 and incorporated by reference herein (the “Charter”); (ii) the Consent and Amendment Agreement dated January 19, 2012, which is set forth on Exhibit 4 and incorporated by reference herein (the “First Consent”); (iii) the Consent and Waiver Agreement dated December 7, 2012, which is set forth on Exhibit 5 and incorporated by reference herein (the “Second Consent”); and (iv) the Consent and Waiver Agreement dated September 24, 2013, which is set forth on Exhibit 6 and incorporated by reference herein (the “Third Consent”). Neither the filing of this Schedule 13D/A nor any of its contents shall be deemed to constitute an admission by the Reporting Persons or any other person that it is the beneficial owner of any of the Issuer’s Common Stock underlying such Series C-12 Preferred for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and, as such, beneficial ownership is expressly disclaimed and is not reflected herein.
 
6
 
Tang Capital Management, LLC is the general partner of Tang Capital Partners, LP, and Kevin C. Tang is the manager of Tang Capital Management, LLC.  The Kevin C. Tang Foundation, Inc. is a private foundation for which Kevin C. Tang serves as President and Treasurer.  Mr. Tang has voting and dispositive power over the shares held by this foundation, which is a Delaware not-for-profit corporation.  The mailing address of all of the foregoing persons and entities is c/o Tang Capital Management, LLC, 4747 Executive Drive, Suite 510, San Diego, CA 92121.  Kevin C. Tang disclaims beneficial ownership of all shares reported herein, except to the extent of his pecuniary interest therein. 
 
The percentages used herein for Tang Capital Partners, LP and Tang Capital Management, LLC are based upon 18,261,557 shares of Common Stock outstanding as set forth in the Issuer’s Form 10-K that was filed with the SEC on February 23, 2017. The percentages used herein for Kevin C. Tang are based upon 18,296,557 shares of Common Stock outstanding (18,261,557 shares of Common Stock outstanding as described in the foregoing sentence, plus an additional 35,000 shares of Common Stock issuable upon exercise of options granted to Kevin C. Tang).
 
(b)       Voting and disposition powers:
 
            
Sole power to vote or direct the vote:
    
       
 
Tang Capital Partners, LP
  
0 shares
 
Tang Capital Management, LLC
  
0 shares
 
Kevin C. Tang
 
35,000 shares
       
 
Shared power to vote or direct the vote:
   
       
 
Tang Capital Partners, LP
 
3,291,165 shares
 
Tang Capital Management, LLC
 
3,291,165 shares
 
Kevin C. Tang
 
3,291,165 shares
       
 
Sole power to dispose or direct the disposition:
   
       
 
Tang Capital Partners, LP
 
0 shares
 
Tang Capital Management, LLC
 
0 shares
 
Kevin C. Tang
 
35,000 shares
 
7
 
 
Shared power to dispose or direct the disposition:
   
       
 
Tang Capital Partners, LP
 
3,291,165 shares
  Tang Capital Management, LLC  
3,291,165 shares
 
Kevin C. Tang
 
3,291,165 shares
 
(c)      Other than the purchases described in Item 3, none of the Reporting Persons have effected any transaction in the Issuer’s Common Stock within the last 60 days.
 
(d)      N/A.
 
(e)       N/A.
 
8
 
SIGNATURES
 
After reasonable inquiry and to the best of his or its knowledge and belief, each of the following Reporting Persons certifies that the information set forth in this statement is true, complete and correct.
 
 
March 6, 2017
 
 
Tang Capital Partners, LP
  
       
       
 
By:
Tang Capital Management, LLC, General Partner  
       
 
By:
/s/ Kevin C. Tang  
   
Kevin C. Tang, Manager
  

 
 
Tang Capital Management, LLC
  
       
 
By:
/s/ Kevin C. Tang  
   
Kevin C. Tang, Manager
  
 
 
  /s/ Kevin C. Tang  
 
Kevin C. Tang
  
 
 
 
9