0001013594-19-000185.txt : 20190214 0001013594-19-000185.hdr.sgml : 20190214 20190214170402 ACCESSION NUMBER: 0001013594-19-000185 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOVELION THERAPEUTICS INC. CENTRAL INDEX KEY: 0000827809 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43381 FILM NUMBER: 19608025 BUSINESS ADDRESS: STREET 1: C/O NORTON ROSE FULBRIGHT STREET 2: 1800 - 510 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6B 0M3 BUSINESS PHONE: (877) 764-3131 MAIL ADDRESS: STREET 1: C/O NORTON ROSE FULBRIGHT STREET 2: 1800 - 510 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6B 0M3 FORMER COMPANY: FORMER CONFORMED NAME: QLT INC/BC DATE OF NAME CHANGE: 20000608 FORMER COMPANY: FORMER CONFORMED NAME: QLT PHOTO THERAPEUTICS INC DATE OF NAME CHANGE: 19960618 FORMER COMPANY: FORMER CONFORMED NAME: QUADRA LOGIC TECHNOLOGIES INC DATE OF NAME CHANGE: 19941201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Whitefort Capital Master Fund, LP CENTRAL INDEX KEY: 0001704387 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O WHITEFORT CAPITAL MANAGEMENT, LP STREET 2: 641 LEXINGTON AVENUE, SUITE 1530 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 271-4880 MAIL ADDRESS: STREET 1: C/O WHITEFORT CAPITAL MANAGEMENT, LP STREET 2: 641 LEXINGTON AVENUE, SUITE 1530 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 novelion13ga-021419.htm FEBRUARY 14, 2019
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.1 )*
Novelion Therapeutics Inc.
(Name of Issuer)
Common shares, without par value
(Title of Class of Securities)
67001K202
(CUSIP Number)
December 31, 2018
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 (“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).
1.
NAMES OF REPORTING PERSONS
   
 
Whitefort Capital Master Fund, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
0
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
0
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
0
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
0%
   
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
 
PN

1.
NAMES OF REPORTING PERSONS
   
 
Whitefort Capital Management, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
0
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
0
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
0
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
0%
   
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
 
PN, IA
1.
NAMES OF REPORTING PERSONS
   
 
David Salanic
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
France
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
0
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
0
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
0
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
0%
   
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
 
IN, HC
1.
NAMES OF REPORTING PERSONS
   
 
Joseph Kaplan
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
United States
 
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
0
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
0
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
0
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
0%
   
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
 
IN, HC

This Schedule 13G reflects the beneficial ownership of the Reporting Persons (as defined below) as of December 31, 2018.
Item 1(a).
Name of Issuer:
Novelion Therapeutics Inc. (“Issuer”)
Item 1(b).
Address of Issuer’s Principal Executive Offices:
c/o Norton Rose Fulbright
1800-510 West Georgia Street
Vancouver, BC V6B 0M3 Canada

Item 2(a).
Name of Persons Filing:
The names of the persons filing this statement on Schedule 13G are (collectively, the “Reporting Persons”):
·
Whitefort Capital Master Fund, LP, a Cayman Islands exempted limited partnership (the “Master Fund”);
·
Whitefort Capital Management, LP, a Delaware limited partnership (“Whitefort Management”);
·
David Salanic, a French citizen (“Mr. Salanic”); and
·
Joseph Kaplan, a United States citizen (“Mr. Kaplan”).
Whitefort Management acts as the investment manager of the  Master Fund. Each of Mr. Salanic and Mr. Kaplan is a Co-Managing Partner of Whitefort Management.
By virtue of these relationships, each of Whitefort Management, Mr. Salanic and Mr. Kaplan may be deemed to have voting and dispositive power with respect to the shares of Common Stock (as defined below) owned by the Master Fund.
Item 2(b).
Address of Principal Business Office or, if None, Residence:
The principal business address of each of the Reporting Persons is 780 Third Avenue, 26th Floor, New York, New York 10017.
Item 2(c).
Citizenship:
Mr. Salanic is a citizen of France.
Mr. Kaplan is a citizen of the United States.
The Master Fund is an exempted limited partnership formed under the laws of the Cayman Islands.
Whitefort Management is a limited partnership formed under the laws of the State of Delaware.
Item 2(d).
Title of Class of Securities:
Common shares, without par value (the “Common Stock”)
Item 2(e).
CUSIP Number:
67001K202

Item 3.
If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
(a)
[ ]
Broker or dealer registered under Section 15 of the Exchange Act.
       
 
(b)
[ ]
Bank as defined in Section 3(a)(6) of the Exchange Act.
       
 
(c)
[ ]
Insurance company defined in Section 3(a)(19) of the Exchange Act.
       
 
(d)
[ ]
Investment company registered under Section 8 of the Investment Company Act.
       
 
(e)
[ ]
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
       
 
(f)
[ ]
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
       
 
(g)
[ ]
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
       
 
(h)
[ ]
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
       
 
(i)
[ ]
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
       
 
(j)
[ ]
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
       
 
(k)
[ ]
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
Item 4. Ownership.
(a)
Amount beneficially owned:
As of the close of business on December 31, 2018,
(i)
The Master Fund owned 0 shares of Common Stock;
(ii)
Whitefort Management, as the investment manager of the Master Fund, may be deemed to have beneficially owned the 0 shares of Common Stock owned by the Master Fund;
(iii)
Mr. Salanic, as a Co-Managing Partner of Whitefort Management, may be deemed to have beneficially owned the 0 shares of Common Stock owned the Master Fund.
(iv)
Mr. Kaplan, as a Co-Managing Partner of Whitefort Management, may be deemed to have beneficially owned the 0 shares of Common Stock owned by the Master Fund.
(b)
Percent of Class:
The percentage of Common Stock reported owned by each person named herein is based upon 18,932,230 shares of Common Stock outstanding as of November 5, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2018. As of the close of business on December 31, 2018, each of the Reporting Persons may be deemed to beneficially own 0% of the outstanding shares of Common Stock1.


1 As of February 14, 2019, the Reporting Persons may be deemed to beneficially own 1,582,341 shares of Common Stock, representing 8.4% of the outstanding shares of the Issuer.
(c)
Number of shares as to which such person has:

(i)
Sole power to vote or to direct the vote:
See Cover Pages Items 5-8.

 (ii)
Shared power to vote or to direct the vote:
See Cover Pages Items 5-8.

 (iii)
Sole power to dispose or to direct the disposition:
See Cover Pages Items 5-8.

 (iv)
Shared power to dispose or to direct the disposition:
See Cover Pages Items 5-8.
Item 5.
Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not applicable.
Item 8.
Identification and Classification of Members of the Group.
See Exhibit A to the Schedule 13G filed by the Reporting Persons on August 23, 2018.
Item 9.
Notice of Dissolution of Group.
Not applicable.
Item 10.
Certification.
By signing below each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated:
February 14, 2019
WHITEFORT CAPITAL MASTER FUND, LP
By: Whitefort Capital GP, LLC, its general partner

By: /s/ David Salanic
           David Salanic, Co-Managing Partner

By:  /s/ Joseph Kaplan
            Joseph Kaplan, Co-Managing Partner

WHITEFORT CAPITAL MANAGEMENT, LP

By:  /s/ David Salanic
             David Salanic, Co-Managing Partner

By:  /s/ Joseph Kaplan
            Joseph Kaplan, Co-Managing Partner

/s/ David Salanic
DAVID SALANIC

/s/ Joseph Kaplan
JOSEPH KAPLAN