0000947871-18-000587.txt : 20180720 0000947871-18-000587.hdr.sgml : 20180720 20180720102923 ACCESSION NUMBER: 0000947871-18-000587 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180718 FILED AS OF DATE: 20180720 DATE AS OF CHANGE: 20180720 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sukhtian Ghiath M. CENTRAL INDEX KEY: 0001717441 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37759 FILM NUMBER: 18961724 MAIL ADDRESS: STREET 1: 7TH CIRCLE, ZAHRAN ST. STREET 2: ZAHRAN PLAZA BUILDING, 4TH FLOOR CITY: AMMAN STATE: M2 ZIP: 11844 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pillai Arun Kumar CENTRAL INDEX KEY: 0001717437 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37759 FILM NUMBER: 18961725 MAIL ADDRESS: STREET 1: #30, "GALAXY," 1ST MAIN STREET 2: J.P. NAGAR 3RD PHASE CITY: BANGALORE STATE: K7 ZIP: 560078 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GMS Tenshi Holdings Pte. Ltd CENTRAL INDEX KEY: 0001716335 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37759 FILM NUMBER: 18961726 BUSINESS ADDRESS: STREET 1: 36 ROBINSON ROAD, #13-01 CITY HOUSE CITY: SINGAPORE STATE: U0 ZIP: 068877 BUSINESS PHONE: 962 6 582 7999 MAIL ADDRESS: STREET 1: 36 ROBINSON ROAD, #13-01 CITY HOUSE CITY: SINGAPORE STATE: U0 ZIP: 068877 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Oncobiologics, Inc. CENTRAL INDEX KEY: 0001649989 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 383982704 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 7 CLARKE DRIVE CITY: CRANBURY STATE: NJ ZIP: 08512 BUSINESS PHONE: 6096193990 MAIL ADDRESS: STREET 1: 7 CLARKE DRIVE CITY: CRANBURY STATE: NJ ZIP: 08512 4 1 ownership.xml X0306 4 2018-07-18 0 0001649989 Oncobiologics, Inc. ONS 0001716335 GMS Tenshi Holdings Pte. Ltd 36 ROBINSON ROAD, #13-01 CITY HOUSE SINGAPORE U0 068877 SINGAPORE 1 0 1 0 0001717437 Pillai Arun Kumar #30, 1ST MAIN J.P. NAGAR 3RD PHASE BANGALORE K7 560078 INDIA 1 0 1 0 0001717441 Sukhtian Ghiath M. 7TH CIRCLE, ZAHRAN ST. ZAHRAN PLAZA BUILDING, 4TH FLOOR AMMAN M2 11844 JORDAN 1 0 1 0 Series A Convertible Preferred Stock 2018-07-18 4 A 0 6526 A Common Stock 986626 58735 D Series A Convertible Preferred Stock 2018-07-18 4 D 0 58735 D Common Stock 8879780 0 D Series A-1 Convertible Preferred Stock 2018-07-18 4 A 0 58735 A Common Stock 8879780 58735 D Each share of Series A Convertible Preferred Stock ("Series A Preferred Stock") is convertible into shares of the Issuer's common stock, par value $0.01 per share ("Shares"), at any time at the election of the holder. The Series A Preferred Stock has no expiration date. Represents shares of Series A Preferred Stock received by GMS Tenshi Holdings Pte. Limited ("GMS Tenshi") as a payment-in-kind dividend on previously purchased Series A Preferred Stock. Shares of Series A Preferred Stock was exchanged on a one-for-one basis for shares of Series A-1 Convertible Preferred Stock ("Series A-1 Preferred Stock"). Each share of Series A-1 Preferred Stock is convertible into Shares at any time at the election of the holder. The Series A-1 Preferred Stock has no expiration date. These securities are held of record by GMS Tenshi. Tenshi Life Sciences Private Limited ("Tenshi"), a private investment vehicle controlled by Arun Kumar Pillai ("Kumar"), and GMS Pharma (Singapore) Pte. Limited ("GMS Pharma"), a private investment company and wholly-owned subsidiary of GMS Holdings, are the 50:50 beneficial owners of GMS Tenshi, in which each of Tenshi and GMS Pharma owns 50% of the outstanding voting shares. Kumar, a natural person, is the holder of a controlling interest in Tenshi. Ghiath M. Sukhtian ("Ghiath Sukhtian"), a natural person, is the holder of a controlling interest in GMS Holdings, which is the holder of a controlling interest in GMS Pharma. By virtue of the relationships described above in Footnote 3, Kumar and Ghiath Sukhtian may be deemed to have voting and investment power with respect to the securities held by GMS Tenshi noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons disclaim beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. GMS Tenshi has designated four representatives to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons are the beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. /s/ Faisal G. Sukhtian 2018-07-20 /s/ Arun Kumar Pillai 2018-07-20 /s/ Ghiath M. Sukhtian 2018-07-20