SC 13D/A 1 eh1400476_13da1-durata.htm AMENDMENT NO. 1 eh1400476_13da1-durata.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D/A
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 1)*


Durata Therapeutics, Inc.
(Name of Issuer)

 
Common Stock, par value $0.01 per share
(Title of Class of Securities)


26658A 10 7
(CUSIP Number)

Lloyd Appel
Aisling Capital
888 Seventh Avenue, 30th Floor
New York, NY 10106
(212) 651-6380
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)


March 20, 2014
(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 (the “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. 26658A 10 7 
 
SCHEDULE 13D
Page 2 of 11


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Aisling Capital III, LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
 
3,030,175
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
3,030,175
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,030,175
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.4% (See Item 5)
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
 
 
 

 
 
 
CUSIP No. 26658A 10 7 
 
SCHEDULE 13D
Page 3 of 11


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Aisling Capital Partners III, LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
 
3,030,175
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
3,030,175
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,030,175
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.4% (See Item 5)
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
 
 
 

 
 
 
CUSIP No. 26658A 10 7 
 
SCHEDULE 13D
Page 4 of 11


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Aisling Capital Partners III LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
 
3,030,175
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
3,030,175
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,030,175
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.4% (See Item 5)
 
14
TYPE OF REPORTING PERSON
 
OO
 
 
 
 
 

 
 
 
CUSIP No. 26658A 10 7 
 
SCHEDULE 13D
Page 5 of 11


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Steve Elms
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
 
0
8
SHARED VOTING POWER
 
3,030,175
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
3,030,175
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,030,175
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.4% (See Item 5)
 
14
TYPE OF REPORTING PERSON
 
IN
 
 
 
 
 

 
 
 
CUSIP No. 26658A 10 7 
 
SCHEDULE 13D
Page 6 of 11


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Dennis Purcell
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
 
0
8
SHARED VOTING POWER
 
3,030,175
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
3,030,175
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,030,175
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.4% (See Item 5)
 
14
TYPE OF REPORTING PERSON
 
IN
 
 
 
 
 

 
 
 
CUSIP No. 26658A 10 7 
 
SCHEDULE 13D
Page 7 of 11


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Andrew Schiff
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
 
0
8
SHARED VOTING POWER
 
3,030,175
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
3,030,175
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,030,175
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.4% (See Item 5)
 
14
TYPE OF REPORTING PERSON
 
IN
 
\
 
 
 

 
 
 
CUSIP No. 26658A 10 7 
 
SCHEDULE 13D
Page 8 of 11
 
 
 
Item 1. 
Security and Issuer.
 
Item 1 is amended and restated in its entirety as follows:
 
This Amendment No. 1 to Schedule 13D (this “Statement”) amends and supplements the Schedule 13D as previously filed by the undersigned Reporting Persons (as defined below), with respect to common stock, par value $0.01 per share (the “Common Stock”) of Durata Therapeutics, Inc. (the “Issuer”).  The principal executive offices of the Issuer are located at 200 South Wacker Drive, Suite 2550, Chicago, IL 60606.
 
Item 2.   Identity and Background.
 
No material change.
 
Item 3.   Source and Amount of Funds or Other Consideration.
 
No material change.
 
Item 4.   Purpose of Transaction.
 
No material change.
 
Item 5.   Interest in Securities of the Issuer.
 
Items 5(a), (b) and (c) are amended and restated in their entirety as follows:
 
(a)           The aggregate percentage of shares of Common Stock reported as owned by each Reporting Person is based on 26,640,309 shares of Common Stock issued and outstanding, as reported in the Issuer’s annual report on Form 10-K filed with the SEC on March 14, 2014. Based on calculations made in accordance with Rule 13d-3(d), each Reporting Person may be deemed to beneficially own 3,030,175 shares of Common Stock constituting approximately 11.4% of the outstanding shares of Common Stock.
 
(b)           (i)  Each of Aisling, Aisling Partners and Aisling Partners GP may be deemed to have sole power to direct the voting and disposition of the 3,030,175 shares of Common Stock that may be deemed to be beneficially owned by the Reporting Persons.
 
(ii)  By virtue of the relationships between and among the Reporting Persons described in Item 2 of this Statement, each of the Messrs. Elms, Purcell and Schiff may be deemed to share the power to direct the voting and disposition of the 3,030,175 shares of Common Stock beneficially owned by the Reporting Persons.
 
 
 
 
 

 
 
 
CUSIP No. 26658A 10 7 
 
SCHEDULE 13D
Page 9 of 11
 
(c)           Since the last filing by the Reporting Persons on Schedule 13D, the Issuer has issued 9,399,946 shares of Common Stock causing dilution of the Reporting Persons’ stockholding. On March 20, 2014, Aisling sold 98,000 shares of Common Stock at $15.7407 per share. On March 21, 2014, Aisling sold 2,649 shares of Common Stock at $ 15.5738 per share.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
The first two paragraphs of Item 6 are deleted and the fifth paragraph is amended and restated as follows:
 
On March 24, 2014, each of the Reporting Persons entered into an agreement (the “Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of them of statements on this Statement with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as an exhibit hereto and is incorporated herein by reference.
 
Item 7. 
Material to be Filed as Exhibits.
 
 
Exhibit 1:
Joint Filing Agreement dated as of March 24, 2014, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
 
 
Exhibit 2:
Investors Rights Agreement, dated December 11, 2009, by and among the Issuer and the holders of Common Stock issuable upon the Conversion listed in Schedule A thereto, the form of which was filed confidentially and incorporated herein by reference to Exhibit 10.6 to Amendment No.4 to the Issuer’s Registration Statement on Form S-1 (File No. 333-180280), filed with the Securities and Exchange  Commission on July 9, 2012.
 
 
 
 
 

 
 
 

 
 
 
CUSIP No. 26658A 10 7 
 
SCHEDULE 13D
Page 10 of 11
 

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.
 
Date:    March 24, 2014
 
   
AISLING CAPITAL III, LP
 
       
 
By:
Aisling Capital Partners III, LP
General Partner
 
     
  By: 
Aisling Capital Partners III LLC
General Partner
 
         
   
By:
/s/ Dennis Purcell   
     
Name: Dennis Purcell
 
     
Title: Managing Member
 
 
 
   
AISLING CAPITAL PARTNERS III, LP
 
       
 
By:
Aisling Capital Partners III LLC
General Partner
 
     
   
By:
/s/ Dennis Purcell   
     
Name: Dennis Purcell
 
     
Title: Managing Member
 
 
 
 
 
   
AISLING CAPITAL PARTNERS III LLC
 
       
 
By:
/s/ Dennis Purcell
 
   
Name: Dennis Purcell
Title: Managing Member
 
       
    /s/ Steve Elms  
   
Steve Elms
 
       
    /s/ Dennis Purcell  
    Dennis Purcell  
       
    /s/ Andrew Schiff  
    Andrew Schiff  
 
Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
 
 
 

 
 
 
CUSIP No. 26658A 10 7 
 
SCHEDULE 13D
Page 11 of 11
 
EXHIBIT 1
 
JOINT FILING AGREEMENT

Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D/A to which this Agreement is attached as an Exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts.
 
Date:  March 24, 2014

 
   
AISLING CAPITAL III, LP
 
       
 
By:
Aisling Capital Partners III, LP
General Partner
 
     
  By: 
Aisling Capital Partners III LLC
General Partner
 
         
   
By:
/s/ Dennis Purcell   
     
Name: Dennis Purcell
 
     
Title: Managing Member
 
 
 
   
AISLING CAPITAL PARTNERS III, LP
 
       
 
By:
Aisling Capital Partners III LLC
General Partner
 
     
   
By:
/s/ Dennis Purcell   
     
Name: Dennis Purcell
 
     
Title: Managing Member
 
 
 
 
 
   
AISLING CAPITAL PARTNERS III LLC
 
       
 
By:
/s/ Dennis Purcell
 
   
Name: Dennis Purcell
Title: Managing Member
 
       
    /s/ Steve Elms  
   
Steve Elms
 
       
    /s/ Dennis Purcell  
    Dennis Purcell  
       
    /s/ Andrew Schiff  
    Andrew Schiff