0001213900-20-016381.txt : 20200630 0001213900-20-016381.hdr.sgml : 20200630 20200630193901 ACCESSION NUMBER: 0001213900-20-016381 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200630 FILED AS OF DATE: 20200630 DATE AS OF CHANGE: 20200630 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PA Co-Investment LLC CENTRAL INDEX KEY: 0001816530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39351 FILM NUMBER: 201003611 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 646-562-1010 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cowen Investments II LLC CENTRAL INDEX KEY: 0001771946 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39351 FILM NUMBER: 201003612 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 6465621000 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RCG LV Pearl LLC CENTRAL INDEX KEY: 0001613404 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39351 FILM NUMBER: 201003613 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 646-562-1000 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COWEN INC. CENTRAL INDEX KEY: 0001466538 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39351 FILM NUMBER: 201003614 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-845-7900 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: COWEN GROUP, INC. DATE OF NAME CHANGE: 20091102 FORMER NAME: FORMER CONFORMED NAME: LexingtonPark Parent Corp DATE OF NAME CHANGE: 20090617 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOLOMON JEFFREY M CENTRAL INDEX KEY: 0001275922 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39351 FILM NUMBER: 201003615 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Panacea Acquisition Corp CENTRAL INDEX KEY: 0001811063 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 850862255 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 357 TEHAMA STREET, FLOOR 3 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: (415) 754-3517 MAIL ADDRESS: STREET 1: 357 TEHAMA STREET, FLOOR 3 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 3 1 ownership.xml X0206 3 2020-06-30 0 0001811063 Panacea Acquisition Corp PANA 0001816530 PA Co-Investment LLC 599 LEXINGTON AVENUE NEW YORK NY 10022 0 0 1 0 0001771946 Cowen Investments II LLC 599 LEXINGTON AVENUE NEW YORK NY 10022 0 0 1 0 0001613404 RCG LV Pearl LLC 599 LEXINGTON AVENUE NEW YORK NY 10022 0 0 1 0 0001466538 COWEN INC. 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001275922 SOLOMON JEFFREY M 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 Class B common stock Class A common stock 718750 D This Form 3 is filed jointly by PA Co-Investment LLC ("PA Co-Investment"), Cowen Investments II LLC ("Cowen Investments II"), RCG LV Pearl LLC ("RCG"), Cowen Inc. and Jeffrey M. Solomon (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of Panacea Acquisition Corp.'s ("Issuer") outstanding common stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-239138) and have no expiration date. Includes up to 93,750 shares subject to forfeiture by PA Co-Investment depending on the extent to which the underwriters' over-allotment option to purchase additional units is exercised. Represents securities owned directly by PA Co-Investment. As the sole member of PA Co-Investment, Cowen Investments II may be deemed to beneficially own the securities owned directly by PA Co-Investment. As the sole member of Cowen Investments II, RCG may be deemed to beneficially own the securities owned directly by PA Co-Investment. As the sole member of RCG, Cowen Inc. may be deemed to beneficially own the securities owned directly by PA Co-Investment. As Chief Executive Officer of Cowen Inc., Mr. Solomon may be deemed to beneficially own the securities owned directly by PA Co-Investment. PA Co-Investment LLC, By: Cowen Investments II LLC, sole member, By: RCG LV Pearl LLC, sole member, By: Cowen Inc., sole member, By: /s/ Owen S. Littman, General Counsel 2020-06-30 Cowen Investments II LLC, By: RCG LV Pearl LLC, sole member, By: Cowen Inc., sole member, By: /s/ Owen S. Littman, General Counsel 2020-06-30 RCG LV Pearl LLC, By: Cowen Inc., sole member, By: /s/ Owen S. Littman, General Counsel 2020-06-30 Cowen Inc., By: /s/ Owen S. Littman, General Counsel 2020-06-30 /s/ Jeffrey M. Solomon 2020-06-30