CUSIP No. 67001K202
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Page 1 of 7 Pages
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Novelion Therapeutics Inc.
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(Name of Issuer)
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Common Stock, without par value
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(Title of Class of Securities)
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67001K202
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(CUSIP Number)
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Mark DiPaolo
General Counsel
Sarissa Capital Management LP
660 Steamboat Road
Greenwich, CT 06830
203-302-2330
With a copy to:
Russell Leaf
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
212-728-8000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
June 29, 2017
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 67001K202
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Page 2 of 7 Pages
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sarissa Capital Management LP |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐ (b) ☐
|
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3
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SEC USE ONLY
|
||||
4
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SOURCE OF FUNDS
WC |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
|
|||
8
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SHARED VOTING POWER
1,025,000 |
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9
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SOLE DISPOSITIVE POWER
|
||||
10
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SHARED DISPOSITIVE POWER
1,025,000 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,025,000 |
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
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☐
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5% |
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 67001K202
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Page 3 of 7 Pages
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alexander J. Denner, Ph.D. |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐ (b) ☐
|
|||
3
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SEC USE ONLY
|
||||
4
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SOURCE OF FUNDS
WC |
||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
|||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
||||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
|
|||
8
|
SHARED VOTING POWER
1,025,000 |
||||
9
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SOLE DISPOSITIVE POWER
|
||||
10
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SHARED DISPOSITIVE POWER
1,025,000 |
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,025,000 |
||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐
|
|||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5% |
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 67001K202
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Page 4 of 7 Pages
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sarissa Capital Offshore Master Fund LP |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐ (b) ☐
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|||
3
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SEC USE ONLY
|
||||
4
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SOURCE OF FUNDS
WC |
||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
|
|||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
458,766 |
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8
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SHARED VOTING POWER
|
||||
9
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SOLE DISPOSITIVE POWER
458,766 |
||||
10
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SHARED DISPOSITIVE POWER
|
||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
458,766 |
||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐
|
|||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% |
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 67001K202
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Page 5 of 7 Pages
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sarissa Capital Domestic Fund LP |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐ (b) ☐
|
|||
3
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SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
WC |
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
|||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
||||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
566,234 |
|||
8
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SHARED VOTING POWER
|
||||
9
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SOLE DISPOSITIVE POWER
566,234 |
||||
10
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SHARED DISPOSITIVE POWER
|
||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
566,234 |
||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐
|
|||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0% |
||||
14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 67001K202
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Page 6 of 7 Pages
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CUSIP No. 67001K202
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Page 7 of 7 Pages
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By:
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/s/ Mark DiPaolo
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Name: Mark DiPaolo
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Title: General Counsel
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By:
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/s/ Mark DiPaolo
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Name: Mark DiPaolo
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Title: Authorized Person
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By:
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/s/ Mark DiPaolo
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Name: Mark DiPaolo
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Title: Authorized Person
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