0001654954-19-010958.txt : 20190920 0001654954-19-010958.hdr.sgml : 20190920 20190920080308 ACCESSION NUMBER: 0001654954-19-010958 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20190920 DATE AS OF CHANGE: 20190920 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMAG PHARMACEUTICALS, INC. CENTRAL INDEX KEY: 0000792977 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 042742593 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-38286 FILM NUMBER: 191102682 BUSINESS ADDRESS: STREET 1: 1100 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 6174983300 MAIL ADDRESS: STREET 1: 1100 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: AMAG PHARMACEUTICALS INC. DATE OF NAME CHANGE: 20070724 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED MAGNETICS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Camber Capital Management LP CENTRAL INDEX KEY: 0001444043 IRS NUMBER: 421693587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 101 HUNTINGTON AVENUE STREET 2: SUITE 2101 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 617-717-6600 MAIL ADDRESS: STREET 1: 101 HUNTINGTON AVENUE STREET 2: SUITE 2101 CITY: BOSTON STATE: MA ZIP: 02199 FORMER COMPANY: FORMER CONFORMED NAME: Camber Capital Management LLC DATE OF NAME CHANGE: 20080827 SC 13D 1 camberAMAG13d.htm PRIMARY DOCUMENT  
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
 
AMAG Pharmaceuticals, Inc.
(Name of Issuer)
 
 
Common stock, $0.01 par value
(Title of Class of Securities)
 
00163U106
(CUSIP Number)
 
Camber Capital Management LP, 101 Huntington Avenue, Suite 2101, Boston, MA 02199
617-717-6600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
 
September 20, 2019
(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. ⌧
 
* 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).
 
 
 
 
1.  Names of Reporting Persons.
Camber Capital Management LP
42-1693587
 
2.  Check the Appropriate Box if a Member of a Group
(a) ☐
(b) X
 
3.  SEC Use Only
4.  Source of Funds
     WC
5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
6.  Citizenship or Place of Organization
     Camber Capital Management LP - Delaware
 
 
   Number of Shares
   Beneficially
   Owned by
   Each Reporting
   Person With:
 
 
7.  Sole Voting Power
     0 shares  
 
8.  Shared Voting Power
     4,390,000 shares
 
9.  Sole Dispositive Power
     0 shares  
 
10.  Shared Dispositive Power
       4,390,000 shares
 
11.  Aggregate Amount Beneficially Owned by Each Reporting Person
        4,390,000 shares
12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
13.  Percent of Class Represented by Amount in Row (11)
       12.9%
14.  Type of Reporting Person
       IA
 
 
 
 
1.  Names of Reporting Persons.
     Stephen DuBois
 
2.  Check the Appropriate Box if a Member of a Group
(a) ☐
(b) X
 
3.  SEC Use Only
4.  Source of Funds
     WC
5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
6.  Citizenship or Place of Organization
     Stephen DuBois - Massachusetts
 
 
   Number of Shares
   Beneficially
   Owned by
   Each Reporting
   Person With:
 
 
7.  Sole Voting Power
     0 shares
 
8.  Shared Voting Power
      4,390,000 shares
 
9.  Sole Dispositive Power
     0 shares
 
10.  Shared Dispositive Power
      4,390,000 shares
 
11.  Aggregate Amount Beneficially Owned by Each Reporting Person
       4,390,000 shares
12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
13.  Percent of Class Represented by Amount in Row (11)
       12.9%
14.  Type of Reporting Person
        IN, HC
 
 
 
 
 
ITEM 1. SECURITY AND ISSUER
 
This statement on Schedule 13D refers to the shares of common stock, par value $0.01 per common stock (the "Shares"), of AMAG Pharmaceuticals, Inc. (the "Company"). The Company's principal executive office is located at 1100 Winter Street, Waltham, Massachusetts 02451.
 
ITEM 2. IDENTITY AND BACKGROUND
 
 
(a)
Camber Capital Management LP, a Delaware limited partnership ("Camber"), with respect to Shares
 
 
held of record by two private investment funds for which Camber serves as the investment manager with full discretionary authority.
 
Stephen DuBois ("Mr. DuBois"), as managing member of Camber, with respect to Shares held of record by the same two private investment funds for which Camber serves as the investment manager with full discretionary authority. Mr. DuBois is the managing member of Camber.
 
The foregoing persons as described above are hereinafter collectively referred to as the "Reporting Persons."
 
 
(b)
The principal business address of each of the Reporting Persons is 101 Huntington Avenue, Suite 2101, Boston, Massachusetts 02199-8089.
 
 
(c)
The principal business of Camber is to invest in securities. The principal business of Mr. DuBois is the management of investments in securities.
 
 
(d)
None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
 
(e)
None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
 
(f)
Camber is a limited partnership organized under the laws of the State of Delaware. Mr. DuBois is a citizen of the United States.
 
 
 
 
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
 
The 4,390,000 Shares to which this Schedule 13D relates were acquired for an aggregate purchase price of $66,118,839 (an average of $15.06 per Share) using working capital.
 
ITEM 4. PURPOSE OF TRANSACTION
 
The Shares to which this Schedule 13D relates were acquired based on the Reporting Persons’ belief that such Shares represent an attractive investment opportunity.
The Reporting Persons believe the current trading value of the Shares does not reflect their intrinsic value. Accordingly, the Reporting Persons intend to review the investment in the Company on a continuing basis and may engage in discussions with management, the Company’s Board of Directors, other shareholders of the Company and other relevant parties in order to enhance shareholder value. Such discussions aimed at enhancing shareholder value may concern, among other things, potential business combinations and strategic alternatives, and the business, operations, governance, management, strategy and future plans of the Company. Specifically, the Reporting Persons currently intend to discuss matters relating to the composition of the Company's Board of Directors with Company management and one or more members of the Board of Directors, and also expect to discuss such matters with other shareholders.
Depending on various factors, including, without limitation, the outcome of any discussions reference above, the investment opportunities available to the Reporting Persons, conditions in the securities markets, and economic and industry conditions, the Reporting Persons may in the future take such actions with respect to the investment in the Company as the Reporting Persons deem appropriate.
Except as set forth above, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule D.
The Reporting Persons review their holdings in the Company on a continuing basis and as part of this ongoing review, evaluate various alternatives that are or may be available with respect to the securities of the Company. The Reporting Persons may from time to time and at any time, in their sole discretion, purchase additional equity or debt securities or other instruments of the Company or dispose of such equity or debt securities or other investments, in any amount that the Reporting Persons may determine in their sole discretion, through open market transactions, privately negotiated transactions or otherwise.
 
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
 
 
(a)
The Reporting Persons beneficially own 4,390,000 Shares of the Company in the aggregate, representing approximately 12.9% of such class of securities. The percentage of the Shares beneficially owned by the Reporting Persons is based on a total of 33,900,681 Shares of the Company outstanding as of August 1, 2019, as reported in the Company's Form 10-Q for the quarterly period ended June 30, 2019 filed with the Securities and Exchange Commission on August 7, 2019
 
 
(b)
Camber has the power to dispose of and the power to vote the Shares beneficially owned by the Reporting Persons, which power may be exercised by its managing member, Mr. DuBois. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 (the "Act"), Mr. DuBois may be deemed to beneficially own the Shares held by the Reporting Persons.
 
 
 
(c)
During the last sixty days, the Reporting Persons acquired Shares on such dates, in such amounts and at such per share prices (excluding brokerage fees) as indicated on the Schedule of Transactions attached hereto as Exhibit 1 and incorporated herein by this reference. All such transactions were effected in the open market through various brokerage entities. 
 
(d)         Of the Shares reported herein, 4,361,316 Shares are held for the account of Camber Capital Master Fund, L.P. 
 
(e)         Not applicable.
 
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
 
Other than the Joint Filing Agreement attached as Exhibit 1 hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.
 
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1:  Schedule of Transactions
Exhibit 2:  Joint Filing Statement as required by Rule 13d(1)(k)(l) under the Act.
 
 
 
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Date: September 20, 2019
 
Camber Capital Management LP
 
By: /s/ Sean George
Sean George
Chief Financial Officer
 
               By: /s/ Stephen DuBois
Stephen DuBois, individually
 
 EX-1 2 camberAMAGex1.htm SCHEDULE OF TRANSACTIONS  
 
 
EXHIBIT 1
SCHEDULE OF TRANSACTIONS
SECURITY
DATE OF TRANSACTION
AMOUNT OF SECURITIES PURCHASED
 
APPROXIMATE PRICE PER SHARE
AMAG
8/9/2019   
355,000
$7.78*
AMAG
8/13/2019
30,000
$8.97**
* Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $7.58 to $7.79 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price.            
** Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $8.94 to $9.18 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price.                                                                                                   
 EX-2 3 AMAG13dexhibit2.htm JOINT FILING AGREEMENT  
 
EXHIBIT 2
JOINT FILING AGREEMENT
This Joint Filing Agreement dated September 20, 2019 is by and between Camber Capital Management LP, a Delaware limited partnership, and Stephen DuBois, an individual (the foregoing are collectively referred to herein as the "Filers"). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D with respect to common shares, $0.01 par value of AMAG Pharmaceuticals, Inc. beneficially owned by them from time to time. Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule. This Joint Filing Agreement may be terminated by any of the Filers upon one week's prior written notice or such lesser period of notice as the Filers may mutually agree.
Executed and delivered as of the date first above written.
CAMBER CAPITAL MANAGEMENT LP
By: /s/ Sean George
Sean George
Chief Financial Officer
 
STEPHEN DUBOIS
By: /s/ Stephen DuBois