0000919574-20-000323.txt : 20200113 0000919574-20-000323.hdr.sgml : 20200113 20200113174707 ACCESSION NUMBER: 0000919574-20-000323 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200109 FILED AS OF DATE: 20200113 DATE AS OF CHANGE: 20200113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARMISTICE CAPITAL, LLC CENTRAL INDEX KEY: 0001601086 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10865 FILM NUMBER: 20524575 BUSINESS ADDRESS: STREET 1: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 231-4932 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Armistice Capital Master Fund Ltd. CENTRAL INDEX KEY: 0001633584 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10865 FILM NUMBER: 20524576 BUSINESS ADDRESS: STREET 1: C/O ARMISTICE CAPITAL, LLC STREET 2: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-231-4932 MAIL ADDRESS: STREET 1: C/O ARMISTICE CAPITAL, LLC STREET 2: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Boyd Steven CENTRAL INDEX KEY: 0001706140 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10865 FILM NUMBER: 20524577 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AMAG PHARMACEUTICALS, INC. CENTRAL INDEX KEY: 0000792977 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 042742593 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1100 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 6174983300 MAIL ADDRESS: STREET 1: 1100 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: AMAG PHARMACEUTICALS INC. DATE OF NAME CHANGE: 20070724 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED MAGNETICS INC DATE OF NAME CHANGE: 19920703 4 1 ownership.xml X0306 4 2020-01-09 0 0000792977 AMAG PHARMACEUTICALS, INC. AMAG 0001601086 ARMISTICE CAPITAL, LLC 510 MADISON AVENUE, 7TH FLOOR NEW YORK NY 10022 0 0 1 0 0001633584 Armistice Capital Master Fund Ltd. C/O DMS CORPORATE SERVICES LTD. 20 GENESIS CLOSE, P.O. BOX 314 GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 1 0 0001706140 Boyd Steven C/O ARMISTICE CAPITAL, LLC 510 MADISON AVENUE, 7TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 2020-01-09 4 S 0 12466 12.43 D 4047534 D Common Stock 2020-01-09 4 S 0 0 0 D 4047534 I See Footnote Common Stock 2020-01-09 4 P 0 12466 12.33 A 4060000 D Common Stock 2020-01-09 4 P 0 0 0 A 4060000 I See Footnote Common Stock 2020-01-10 4 P 0 18000 11.64 A 4078000 D Common Stock 2020-01-10 4 P 0 0 0 A 4078000 I See Footnote Common Stock 240000 I See Footnote The reported securities are directly owned by Armistice Capital Master Fund Ltd., a Cayman Islands corporation (the "Master Fund"), and may be deemed to be indirectly beneficially owned by Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund. The reported securities may also be deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital. Armistice Capital and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. This constitutes the weighted average sale price. The prices for the transactions ranged from $12.39 to $12.52. The Reporting Person will provide upon request by the Securities and Exchange Commission staff (the "SEC Staff"), the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. This constitutes the weighted average purchase price. The prices for the transactions ranged from $11.52 to $11.69. The Reporting Person will provide upon request by the SEC Staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price. The reported securities are directly owned by a separately managed account client of Armistice Capital, and may be deemed to be indirectly beneficially owned by Armistice Capital as the investment manager of such separately managed account. The reported securities may also be deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital. Armistice Capital and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Exchange Act or for any other purpose. The Reporting Persons realized short-swing profits under Section 16(b) of the Exchange Act as a result of its sales of the Issuer's common shares reported herein being matched against purchases of common shares by the Reporting Persons made in August 2019. On January 13, 2020, the Reporting Persons agreed to disgorge $68,252.79 to Issuer, representing the short-swing profits realized by the Reporting Persons. Armistice Capital, LLC By: /s/ Steven Boyd, Managing Member 2020-01-13 Armistice Capital Master Fund Ltd. By: /s/ Steven Boyd, Director 2020-01-13 /s/ Steven Boyd 2020-01-13