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