| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Zyla Life Sciences [ ZCOR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/23/2019 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.001 per share | 12/23/2019 | S | 250,000 | D | $2.5 | 988,661 | I | See Footnotes(1)(2)(3) | ||
| Common Stock, par value $0.001 per share | 12/30/2019 | S | 50,000 | D | $2.5 | 938,661 | I | See Footnotes(1)(2)(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This Form 4 is being filed jointly by Riva Ridge Capital Management LP, a Delaware limited partnership ("RRCM"), Riva Ridge GP LLC, a Delaware limited liability company ("RRGP"), Stephen H. Golden ("Golden"), an individual, and James Shim ("Shim"), an individual (together, the "Reporting Persons"), with respect to certain securities of Zyla Life Sciences (f/k/a Egalet Corporation) (the "Issuer"). Neither the filing of this Form 4 nor any statements herein shall be deemed an admission that the Reporting Persons are members of a group, within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to any equity securities of the Issuer. |
| 2. RRCM is the investment adviser to certain investment funds and accounts, including Riva Ridge Master Fund, Ltd., a Cayman Islands exempted company (the "Master Fund"). The securities reported in this row are held directly by the Master Fund. |
| 3. Each of RRCM, as the investment adviser to the Master Fund, and RRGP, as the general partner of RRCM, may be deemed a beneficial owner of the Issuer's securities held by the Master Fund. Each of Golden and Shim, as a managing member of RRGP with the power to exercise investment discretion, may be deemed a beneficial owner of the Issuer's securities held by the Master Fund. Each of the Reporting Persons disclaims beneficial ownership of any securities of the Issuer reported or referenced herein, for purposes of Section 16 of the Exchange Act or otherwise, except to the extent of such Reporting Person's pecuniary interest, if any, therein. |
| Remarks: |
| /s/ Stephen H. Golden, as Managing Member of Riva Ridge Capital Management LP | 01/10/2020 | |
| /s/ Stephen H. Golden, as Managing Member of Riva Ridge GP LLC | 01/10/2020 | |
| /s/ Stephen H. Golden | 01/10/2020 | |
| /s/ James Shim | 01/10/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||