0001104659-16-160114.txt : 20161201 0001104659-16-160114.hdr.sgml : 20161201 20161201160620 ACCESSION NUMBER: 0001104659-16-160114 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161129 FILED AS OF DATE: 20161201 DATE AS OF CHANGE: 20161201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: QLT INC/BC CENTRAL INDEX KEY: 0000827809 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 887 GREAT NORTHERN WAY STREET 2: SUITE 250 CITY: VANCOUVER STATE: A1 ZIP: V5T 4T5 BUSINESS PHONE: 6047077000 MAIL ADDRESS: STREET 1: 887 GREAT NORTHERN WAY STREET 2: SUITE 250 CITY: VANCOUVER STATE: A1 ZIP: V5T 4T5 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Broadfin Healthcare Master Fund Ltd CENTRAL INDEX KEY: 0001511900 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17082 FILM NUMBER: 162028394 BUSINESS ADDRESS: STREET 1: C/O 20 GENESIS CLOSE STREET 2: ANSBACHER HOUSE, SECOND FLOOR, 1344 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1108 BUSINESS PHONE: 212-808-2460 MAIL ADDRESS: STREET 1: C/O 20 GENESIS CLOSE STREET 2: ANSBACHER HOUSE, SECOND FLOOR, 1344 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Broadfin Capital, LLC CENTRAL INDEX KEY: 0001511901 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17082 FILM NUMBER: 162028395 BUSINESS ADDRESS: STREET 1: 300 PARK AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-808-2463 MAIL ADDRESS: STREET 1: 300 PARK AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KOTLER KEVIN CENTRAL INDEX KEY: 0001601692 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17082 FILM NUMBER: 162028396 MAIL ADDRESS: STREET 1: C/O BROADFIN CAPITAL, LLC STREET 2: 300 PARK AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 a4.xml 4 X0306 4 2016-11-29 0 0000827809 QLT INC/BC NVLN 0001601692 KOTLER KEVIN C/O BROADFIN CAPITAL, LLC 300 PARK AVENUE, 25TH FLOOR NEW YORK NY 10022 1 0 1 0 0001511901 Broadfin Capital, LLC 300 PARK AVENUE, 25TH FLOOR NEW YORK NY 10022 0 0 1 0 0001511900 Broadfin Healthcare Master Fund Ltd C/O 20 GENESIS CLOSE ANSBACHER HOUSE, SECOND FLOOR, 1344 GRAND CAYMAN E9 KY1-1108 CAYMAN ISLANDS 0 0 1 0 Common Shares, without par value 2016-11-29 4 A 0 4472940 A 9742771 I See Footnote Warrants for Common Shares (Right to Buy) 0.00 2016-11-29 4 A 0 2840909 A 2026-11-29 Common Shares 2840909 2840909 I See Footnote Received in exchange for 4,361,291 shares of Aegerion Pharmaceuticals, Inc. ("Aegerion") common stock pursuant to the Agreement and Plan of Merger, dated as of June 14, 2016, by and among the Issuer, Aegerion and Isotope Acquisition Corp. ("Isotope"), pursuant to which Isotope was merged with and into Aegerion, effective November 29, 2016. On the date prior to the effective time of the merger, the closing price of Aegerion's common stock was $1.87 per share and the closing price of the Issuer's common shares was $1.83 per share. The securities are held in the account of Broadfin Healthcare Master Fund, Ltd. ("Broadfin"), a private investment fund managed by Broadfin Capital, LLC and may be deemed to be beneficially owned by Kevin Kotler, managing member of Broadfin Capital, LLC. Each of Broadfin Capital, LLC, Broadfin and Kevin Kotler disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. The securities are fully paid-up warrants to acquire common shares of the Issuer, pursuant to the Warrant Certificate, dated November 29, 2016 (the "Warrant Certificate"), by and between the Issuer and Broadfin, and the Unit Subscription Agreement, dated June 14, 2016 (the "Unit Subscription Agreement"), by and among the Issuer, Broadfin and the Investors (as defined in the Unit Subscription Agreement), as amended as applied to Broadfin on September 9, 2016, whereby Broadfin may acquire up to 2,840,909 common shares of the Issuer by exercising the warrants, provided that Broadfin may not exercise the warrants where Broadfin would own in excess of the Beneficial Ownership Limitation (as defined in the Warrant Certificate) after such exercise. Broadfin may increase or decrease the Beneficial Ownership Limitation upon 61 days' notice to the Issuer. The securities are fully paid, as reflected in the Warrant Certificate. /s/ Kevin Kotler 2016-12-01 Broadfin Healthcare Master Fund Ltd., by: /s/ Kevin Kotler, Director 2016-12-01 Broadfin Capital, LLC, by: /s/ Kevin Kotler, Managing Member 2016-12-01