0001214659-20-001394.txt : 20200214 0001214659-20-001394.hdr.sgml : 20200214 20200214061909 ACCESSION NUMBER: 0001214659-20-001394 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200214 DATE AS OF CHANGE: 20200214 GROUP MEMBERS: ANDREW J. M. SPOKES GROUP MEMBERS: DAVID T. KIM GROUP MEMBERS: FARALLON CAPITAL (AM) INVESTORS, L.P. GROUP MEMBERS: FARALLON CAPITAL F5 MASTER I, L.P. GROUP MEMBERS: FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P. GROUP MEMBERS: FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P. GROUP MEMBERS: FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P. GROUP MEMBERS: FARALLON CAPITAL OFFSHORE INVESTORS II, L.P. GROUP MEMBERS: FARALLON CAPITAL PARTNERS, L.P. GROUP MEMBERS: FARALLON F5 (GP), L.L.C. GROUP MEMBERS: FARALLON INSTITUTIONAL (GP) V, L.L.C. GROUP MEMBERS: FARALLON PARTNERS, L.L.C. GROUP MEMBERS: FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P. GROUP MEMBERS: JOHN R. WARREN GROUP MEMBERS: MARK C. WEHRLY GROUP MEMBERS: MICHAEL B. FISCH GROUP MEMBERS: MICHAEL G. LINN GROUP MEMBERS: MONICA R. LANDRY GROUP MEMBERS: PHILIP D. DREYFUSS GROUP MEMBERS: RAJIV A. PATEL GROUP MEMBERS: RICHARD B. FRIED GROUP MEMBERS: THOMAS G. ROBERTS, JR. GROUP MEMBERS: WILLIAM SEYBOLD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Savara Inc. CENTRAL INDEX KEY: 0001461492 IRS NUMBER: 260456317 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90588 FILM NUMBER: 20613609 BUSINESS ADDRESS: STREET 1: 900 S. CAPITAL OF TEXAS HIGHWAY CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: (512) 961-1891 MAIL ADDRESS: STREET 1: 900 S. CAPITAL OF TEXAS HIGHWAY CITY: AUSTIN STATE: TX ZIP: 78746 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FARALLON CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000909661 IRS NUMBER: 943240279 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE MARITIME PLAZA STREET 2: SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415)421-2132 MAIL ADDRESS: STREET 1: ONE MARITIME PLAZA STREET 2: SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER COMPANY: FORMER CONFORMED NAME: FARALLON CAPITAL MANAGEMENT INC ET AL DATE OF NAME CHANGE: 19970210 SC 13G/A 1 fs211207sc13ag3.htm AMENDMENT NO. 3

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)   *

 

 

Savara Inc.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

805111101

(Cusip Number)

 

December 31, 2019

(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)

       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 the disclosures provided in a prior cover page.

 

The information required in 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). 

 

 

(Continued on following pages)

Page 1 of 29 Pages

Exhibit Index Found on Page 29

 

 
   
 

 

13G

CUSIP No. 805111101  

 

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

                                                                                                                                                      (a) ☐

                                                                                                                                                      (b) ☒**

**    The reporting persons making this filing hold an aggregate of 4,825,086 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 10,324,185 Shares. Due to exercise limitations set forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an aggregate of 276,502 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

 

SHARES

BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING 

PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

1,084,466 1

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

1,084,466 1

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,084,466 1

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.1%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

___________________________

1 Includes 58,777 Shares for which Warrants currently are exercisable. Excludes 2,306,136 Shares for which Warrants are not currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

 Page 2 of 29 Pages 
 

 

13G

CUSIP No. 805111101  

 

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital Institutional Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

                                                                                                                                                      (a) ☐

                                                                                                                                                      (b) ☒**

**    The reporting persons making this filing hold an aggregate of 4,825,086 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 10,324,185 Shares. Due to exercise limitations set forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an aggregate of 276,502 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

 

SHARES

BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING 

PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

1,099,948 1

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

1,099,948 1

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,099,948 1

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.2%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

___________________________

1 Includes 59,616 Shares for which Warrants currently are exercisable. Excludes 2,083,967 Shares for which Warrants are not currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

 Page 3 of 29 Pages 
 

 

13G

CUSIP No. 805111101  

 

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital Institutional Partners II, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

                                                                                                                                                      (a) ☐

                                                                                                                                                      (b) ☒**

**    The reporting persons making this filing hold an aggregate of 4,825,086 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 10,324,185 Shares. Due to exercise limitations set forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an aggregate of 276,502 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

 

SHARES

BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING 

PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

189,907 1

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

189,907 1

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

189,907 1

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.4%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

___________________________

1 Includes 10,293 Shares for which Warrants currently are exercisable. Excludes 327,155 Shares for which Warrants are not currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

 Page 4 of 29 Pages 
 

 

13G

CUSIP No. 805111101  

 

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital Institutional Partners III, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

                                                                                                                                                      (a) ☐

                                                                                                                                                      (b) ☒**

**    The reporting persons making this filing hold an aggregate of 4,825,086 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 10,324,185 Shares. Due to exercise limitations set forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an aggregate of 276,502 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

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

 

123,614 1

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

123,614 1

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

123,614 1

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.2%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

___________________________

1 Includes 6,700 Shares for which Warrants currently are exercisable. Excludes 159,737 Shares for which Warrants are not currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

 Page 5 of 29 Pages 
 

 

13G

CUSIP No. 805111101  

 

 

1

NAMES OF REPORTING PERSONS

 

Four Crossings Institutional Partners V, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

                                                                                                                                                      (a) ☐

                                                                                                                                                      (b) ☒**

**    The reporting persons making this filing hold an aggregate of 4,825,086 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 10,324,185 Shares. Due to exercise limitations set forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an aggregate of 276,502 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

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

 

167,100 1

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

167,100 1

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

167,100 1

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.3%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

___________________________

1 Includes 9,057 Shares for which Warrants currently are exercisable. Excludes 276,745 Shares for which Warrants are not currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

 Page 6 of 29 Pages 
 

 

13G

CUSIP No. 805111101  

 

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital Offshore Investors II, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

                                                                                                                                                      (a) ☐

                                                                                                                                                      (b) ☒**

**    The reporting persons making this filing hold an aggregate of 4,825,086 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 10,324,185 Shares. Due to exercise limitations set forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an aggregate of 276,502 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

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

 

2,161,438 1

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

2,161,438 1

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,161,438 1

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.3%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

___________________________

1 Includes 117,148 Shares for which Warrants currently are exercisable. Excludes 4,350,650 Shares for which Warrants are not currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

 Page 7 of 29 Pages 
 

 

13G

CUSIP No. 805111101  

 

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital (AM) Investors, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

                                                                                                                                                      (a) ☐

                                                                                                                                                      (b) ☒**

**    The reporting persons making this filing hold an aggregate of 4,825,086 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 10,324,185 Shares. Due to exercise limitations set forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an aggregate of 276,502 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

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

 

91,187 1

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

91,187 1

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

91,187 1

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.2%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

___________________________

1 Includes 4,942 Shares for which Warrants currently are exercisable. Excludes 223,514 Shares for which Warrants are not currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

 Page 8 of 29 Pages 
 

 

13G

CUSIP No. 805111101  

 

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital F5 Master I, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

                                                                                                                                                      (a) ☐

                                                                                                                                                      (b) ☒**

**    The reporting persons making this filing hold an aggregate of 4,825,086 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 10,324,185 Shares. Due to exercise limitations set forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an aggregate of 276,502 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

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

 

183,928 1

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

183,928 1

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

183,928 1

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.4%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

___________________________

1 Includes 9,969 Shares for which Warrants currently are exercisable. Excludes 319,779 Shares for which Warrants are not currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

 Page 9 of 29 Pages 
 

 

13G

CUSIP No. 805111101  

 

 

1

NAMES OF REPORTING PERSONS

 

Farallon Partners, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

                                                                                                                                                      (a) ☐

                                                                                                                                                      (b) ☒**

**    The reporting persons making this filing hold an aggregate of 4,825,086 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 10,324,185 Shares. Due to exercise limitations set forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an aggregate of 276,502 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

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

 

4,917,660 1

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

4,917,660 1

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,917,660 1

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.6%

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

___________________________

1 Includes 266,533 Shares for which Warrants currently are exercisable. Excludes 9,727,904 Shares for which Warrants are not currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

 Page 10 of 29 Pages 
 

 

13G

CUSIP No. 805111101  

 

 

1

NAMES OF REPORTING PERSONS

 

Farallon Institutional (GP) V, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

                                                                                                                                                      (a) ☐

                                                                                                                                                      (b) ☒**

**    The reporting persons making this filing hold an aggregate of 4,825,086 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 10,324,185 Shares. Due to exercise limitations set forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an aggregate of 276,502 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

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

 

167,100 1

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

167,100 1

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

167,100 1

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.3%

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

___________________________

1 Includes 9,057 Shares for which Warrants currently are exercisable. Excludes 276,745 Shares for which Warrants are not currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

 Page 11 of 29 Pages 
 

 

13G

CUSIP No. 805111101  

 

 

1

NAMES OF REPORTING PERSONS

 

Farallon F5 (GP), L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

                                                                                                                                                      (a) ☐

                                                                                                                                                      (b) ☒**

**    The reporting persons making this filing hold an aggregate of 4,825,086 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 10,324,185 Shares. Due to exercise limitations set forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an aggregate of 276,502 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

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

 

183,928 1

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

183,928 1

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

183,928 1

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.4%

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

___________________________

1 Includes 9,969 Shares for which Warrants currently are exercisable. Excludes 319,779 Shares for which Warrants are not currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

 Page 12 of 29 Pages 
 

 

13G

CUSIP No. 805111101  

 

 

1

NAMES OF REPORTING PERSONS

 

Philip D. Dreyfuss

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

                                                                                                                                                      (a) ☐

                                                                                                                                                      (b) ☒**

**    The reporting persons making this filing hold an aggregate of 4,825,086 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 10,324,185 Shares. Due to exercise limitations set forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an aggregate of 276,502 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

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

 

5,101,588 1

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

5,101,588 1

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,101,588 1

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

___________________________

1 Includes 276,502 Shares for which Warrants currently are exercisable. Excludes 10,047,683 Shares for which Warrants are not currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

 Page 13 of 29 Pages 
 

 

13G

CUSIP No. 805111101  

 

 

1

NAMES OF REPORTING PERSONS

 

Michael B. Fisch

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

                                                                                                                                                      (a) ☐

                                                                                                                                                      (b) ☒**

**    The reporting persons making this filing hold an aggregate of 4,825,086 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 10,324,185 Shares. Due to exercise limitations set forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an aggregate of 276,502 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

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

 

5,101,588 1

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

5,101,588 1

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,101,588 1

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

___________________________

1 Includes 276,502 Shares for which Warrants currently are exercisable. Excludes 10,047,683 Shares for which Warrants are not currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

 Page 14 of 29 Pages 
 

 

13G

CUSIP No. 805111101  

 

 

1

NAMES OF REPORTING PERSONS

 

Richard B. Fried

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

                                                                                                                                                      (a) ☐

                                                                                                                                                      (b) ☒**

**    The reporting persons making this filing hold an aggregate of 4,825,086 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 10,324,185 Shares. Due to exercise limitations set forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an aggregate of 276,502 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

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

 

5,101,588 1

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

5,101,588 1

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,101,588 1

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

___________________________

1 Includes 276,502 Shares for which Warrants currently are exercisable. Excludes 10,047,683 Shares for which Warrants are not currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

 Page 15 of 29 Pages 
 

 

13G

CUSIP No. 805111101  

 

 

1

NAMES OF REPORTING PERSONS

 

David T. Kim

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

                                                                                                                                                      (a) ☐

                                                                                                                                                      (b) ☒**

**    The reporting persons making this filing hold an aggregate of 4,825,086 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 10,324,185 Shares. Due to exercise limitations set forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an aggregate of 276,502 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

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

 

5,101,5881

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

5,101,5881

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,101,5881

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

___________________________

1 Includes 276,502 Shares for which Warrants currently are exercisable. Excludes 10,047,683 Shares for which Warrants are not currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

 Page 16 of 29 Pages 
 

 

13G

CUSIP No. 805111101  

 

 

1

NAMES OF REPORTING PERSONS

 

Monica R. Landry [See Item 2.]

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

                                                                                                                                                      (a) ☐

                                                                                                                                                      (b) ☒**

**    The reporting persons making this filing hold an aggregate of 4,825,086 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 10,324,185 Shares. Due to exercise limitations set forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an aggregate of 276,502 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

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 IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.0%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 Page 17 of 29 Pages 
 

 

13G

CUSIP No. 805111101  

 

 

1

NAMES OF REPORTING PERSONS

 

Michael G. Linn

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

                                                                                                                                                      (a) ☐

                                                                                                                                                      (b) ☒**

**    The reporting persons making this filing hold an aggregate of 4,825,086 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 10,324,185 Shares. Due to exercise limitations set forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an aggregate of 276,502 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

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

 

5,101,5881

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

5,101,5881

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,101,5881

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

___________________________

1 Includes 276,502 Shares for which Warrants currently are exercisable. Excludes 10,047,683 Shares for which Warrants are not currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

 Page 18 of 29 Pages 
 

 

13G

CUSIP No. 805111101  

 

 

1

NAMES OF REPORTING PERSONS

 

Rajiv A. Patel

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

                                                                                                                                                      (a) ☐

                                                                                                                                                      (b) ☒**

**    The reporting persons making this filing hold an aggregate of 4,825,086 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 10,324,185 Shares. Due to exercise limitations set forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an aggregate of 276,502 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

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

 

5,101,5881

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

5,101,5881

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,101,5881

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

___________________________

1 Includes 276,502 Shares for which Warrants currently are exercisable. Excludes 10,047,683 Shares for which Warrants are not currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

 Page 19 of 29 Pages 
 

 

13G

CUSIP No. 805111101  

 

 

1

NAMES OF REPORTING PERSONS

 

Thomas G. Roberts, Jr.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

                                                                                                                                                      (a) ☐

                                                                                                                                                      (b) ☒**

**    The reporting persons making this filing hold an aggregate of 4,825,086 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 10,324,185 Shares. Due to exercise limitations set forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an aggregate of 276,502 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

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

 

5,101,5881

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

5,101,5881

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,101,5881

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

___________________________

1 Includes 276,502 Shares for which Warrants currently are exercisable. Excludes 10,047,683 Shares for which Warrants are not currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

 Page 20 of 29 Pages 
 

 

13G

CUSIP No. 805111101  

 

 

1

NAMES OF REPORTING PERSONS

 

William Seybold

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

                                                                                                                                                      (a) ☐

                                                                                                                                                      (b) ☒**

**    The reporting persons making this filing hold an aggregate of 4,825,086 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 10,324,185 Shares. Due to exercise limitations set forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an aggregate of 276,502 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Kingdom

NUMBER OF

 

SHARES

BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING 

PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

5,101,5881

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

5,101,5881

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,101,5881

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

___________________________

1 Includes 276,502 Shares for which Warrants currently are exercisable. Excludes 10,047,683 Shares for which Warrants are not currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

 Page 21 of 29 Pages 
 

 

13G

CUSIP No. 805111101  

 

 

1

NAMES OF REPORTING PERSONS

 

Andrew J. M. Spokes

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

                                                                                                                                                      (a) ☐

                                                                                                                                                      (b) ☒**

**    The reporting persons making this filing hold an aggregate of 4,825,086 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 10,324,185 Shares. Due to exercise limitations set forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an aggregate of 276,502 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Kingdom

NUMBER OF

 

SHARES

BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING 

PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

5,101,5881

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

5,101,5881

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,101,5881

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

___________________________

1 Includes 276,502 Shares for which Warrants currently are exercisable. Excludes 10,047,683 Shares for which Warrants are not currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

 Page 22 of 29 Pages 
 

 

13G

CUSIP No. 805111101  

 

 

1

NAMES OF REPORTING PERSONS

 

John R. Warren

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

                                                                                                                                                      (a) ☐

                                                                                                                                                      (b) ☒**

**    The reporting persons making this filing hold an aggregate of 4,825,086 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 10,324,185 Shares. Due to exercise limitations set forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an aggregate of 276,502 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

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

 

5,101,5881

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

5,101,5881

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,101,5881

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

___________________________

1 Includes 276,502 Shares for which Warrants currently are exercisable. Excludes 10,047,683 Shares for which Warrants are not currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

 Page 23 of 29 Pages 
 

 

13G

CUSIP No. 805111101  

 

 

1

NAMES OF REPORTING PERSONS

 

Mark C. Wehrly

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

                                                                                                                                                      (a) ☐

                                                                                                                                                      (b) ☒**

**    The reporting persons making this filing hold an aggregate of 4,825,086 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 10,324,185 Shares. Due to exercise limitations set forth in the Warrants, as of the date of this filing the reporting persons have the right to exercise Warrants up to an aggregate of 276,502 Shares. Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

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

 

5,101,5881

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

5,101,5881

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,101,5881

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

___________________________

1 Includes 276,502 Shares for which Warrants currently are exercisable. Excludes 10,047,683 Shares for which Warrants are not currently exercisable due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

 Page 24 of 29 Pages 
 

 

This Amendment No.3 to Schedule 13G amends and restates in its entirety the Schedule 13G initially filed on June 12, 2017 (together with all prior and current amendments thereto, this “Schedule 13G”).

 

Preliminary Note: 

 

This Schedule 13G reports Shares beneficially owned by the Reporting Persons as of December 31, 2019, in accordance with Rule 13d-2(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of the date hereof, the Farallon Funds hold an aggregate of 1,500,000 Shares and 1,500,000 warrants (the “Warrants”), each of which is exercisable, pursuant to the terms thereof, to purchase one Share.

The terms of the Warrants provide that Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 9.99% of the Shares then issued and outstanding (the “Beneficial Ownership Limitation”). As of the date hereof, the Beneficial Ownership Limitation permits the Farallon Funds to exercise Warrants for an aggregate of not more than 276,502 Shares. In providing the beneficial ownership information set forth herein, the Reporting Persons have assumed that the aggregate remaining 10,324,185 Warrants held by the Farallon Funds are not exercisable due to the Beneficial Ownership Limitation.

 

Capitalized terms used in this Preliminary Note without definitions have the meanings ascribed to them below. 

 

Item 1.Issuer

 

(a)Name of Issuer:

 

Savara Inc. (the "Company") 

 

(b)Address of Issuer's Principal Executive Offices:

 

900 South Capital of Texas Highway 

Las Cimas IV, Suite 150 

Austin, TX 78746 

 

Item 2.Identity and Background

 

Title of Class of Securities and CUSIP Number (Items 2(d) and (e)

 

This statement relates to shares of Common Stock, par value $0.001 per share (the "Shares"), of the Company.  The CUSIP number of the Shares is 805111101.

 

Name of Persons Filing, Address of Principal Business Office and Citizenship (Items 2(a), (b) and (c)) 

 

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons."

 

The Farallon Funds 

 

(i)Farallon Capital Partners, L.P., a California limited partnership ("FCP"), with respect to the Shares held by it and the Shares it has the right to acquire upon the exercise of Warrants;

 

(ii)Farallon Capital Institutional Partners, L.P., a California limited partnership ("FCIP"), with respect to the Shares held by it and the Shares it has the right to acquire upon the exercise of Warrants;

 

(iii)Farallon Capital Institutional Partners II, L.P., a California limited partnership ("FCIP II"), with respect to the Shares held by it and the Shares it has the right to acquire upon the exercise of Warrants;

 

(iv)Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership ("FCIP III"), with respect to the Shares held by it and the Shares it has the right to acquire upon the exercise of Warrants;

 

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(v)Four Crossings Institutional Partners V, L.P., a Delaware limited partnership ("FCIP V"), with respect to the Shares held by it and the Shares it has the right to acquire upon the exercise of Warrants;

  

(vi)Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership ("FCOI II"), with respect to the Shares held by it and the Shares it has the right to acquire upon the exercise of Warrants;

 

(vii)Farallon Capital (AM) Investors, L.P., a Delaware limited partnership ("FCAMI"), with respect to the Shares held by it and the Shares it has the right to acquire upon the exercise of Warrants; and

 

(viii)Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership ("F5MI"), with respect to the Shares held by it and the Shares it has the right to acquire upon the exercise of Warrants.

 

FCP, FCIP, FCIP II, FCIP III, FCIP V, FCOI II, FCAMI and F5MI are together referred to herein as the "Farallon Funds."

 

The Farallon General Partner

 

(ix) Farallon Partners, L.L.C., a Delaware limited liability company (the "Farallon General Partner"), which is the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and the sole member of the FCIP V General Partner (as defined below), with respect to the Shares held by each of the Farallon Funds other than F5MI and the Shares each Farallon Fund other than F5MI has the right to acquire upon the exercise of Warrants.

 

The FCIP V General Partner

 

(x) Farallon Institutional (GP) V, L.L.C., a Delaware limited liability company (the “FCIP V General Partner”), which is the general partner of FCIP V, with respect to the Shares held by FCIP V and the Shares FCIP V has the right to acquire upon the exercise of Warrants.

 

The F5MI General Partner

 

(xi) Farallon F5 (GP), L.L.C., a Delaware limited liability company (the “F5MI General Partner”), which is the general partner of F5MI, with respect to the Shares held by F5MI and the Shares F5MI has the right to acquire upon the exercise of Warrants.

 

The Farallon Individual Reporting Persons

 

(xii)

The following persons, each of whom is a managing member or senior managing member, as the case may be, of the Farallon General Partner anda manager or senior manager, as the case may be, of the FCIP V General Partner and the F5MI General Partner, with respect to the Shares held by the Farallon Funds and the Shares the Farallon Funds have the right to acquire upon the exercise of Warrants: Philip D. Dreyfuss (“Dreyfuss”), Michael B. Fisch (“Fisch”), Richard B. Fried (“Fried”), David T. Kim (“Kim”), Michael G. Linn (“Linn”), Rajiv A. Patel (“Patel”), Thomas G. Roberts, Jr. (“Roberts”), William Seybold (“Seybold”), Andrew J. M. Spokes (“Spokes”), John R. Warren (“Warren”) and Mark C. Wehrly (“Wehrly”).

 

Dreyfuss, Fisch, Fried, Kim, Linn, Patel, Roberts, Seybold, Spokes, Warren and Wehrly are together referred to herein as the “Farallon Individual Reporting Persons.” 

 

This Schedule 13G reports that effective December 31, 2019, Monica R. Landry (“Landry”), resigned as a member of the Farallon General Partner, a manager of the FCIP V General Partner and a manager of the F5MI General Partner. Accordingly, as of that date, Landry no longer may be deemed a beneficial owner of any Shares held by the Farallon Funds. Unless the context otherwise requires, any reference herein to the “Farallon Individual Reporting Persons” shall not include Landry. 

 

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The citizenship of each of the Farallon Funds, the Farallon General Partner, the FCIP V General Partner and the F5MI General Partner is set forth above. Each of Landry and the Farallon Individual Reporting Persons, other than Spokes, is a citizen of the United States. Spokes is a citizen of the United Kingdom. The address of the principal business office of each of the Reporting Persons is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111.

 

Item 3.If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is an Entity Specified in (a) - (k):

 

Not applicable.

 

Item 4.Ownership

 

The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.

 

The Shares and Warrants reported hereby for the Farallon Funds are owned directly by the Farallon Funds. The Farallon General Partner, as general partner of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and the sole member of the FCIP V General Partner, may be deemed to be a beneficial owner of all such Shares and Warrants owned by the Farallon Funds other than F5MI. The FCIP V General Partner, as general partner of FCIP V, may be deemed to be a beneficial owner of all such Shares and Warrants owned by FCIP V. The F5MI General Partner, as general partner of F5MI, may be deemed to be a beneficial owner of all such Shares and Warrants owned by F5MI. Each of the Farallon Individual Reporting Persons, as a managing member or senior managing member, as the case may be, of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V General Partner and the F5MI General Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of all such Shares and Warrants owned by the Farallon Funds and the Managed Accounts. Each of the Farallon General Partner, the FCIP V General Partner, the F5MI General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares and Warrants. 

 

Item 5.Ownership of Five Percent or Less of a Class

 

Not applicable.

 

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

 

The Reporting Persons are filing this Schedule 13G pursuant to Section 240.13d-1(c).  Consistent with Item 2 of the cover page for each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.

 

Item 9.Notice of Dissolution of Group

 

Not applicable.

 

Item 10.Certification

 

By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under §240.14a-11.

 

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SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated:  February 13, 2020

 

 

/s/ Michael B. Fisch

 
  FARALLON PARTNERS, L.L.C.,  
  On its own behalf and  
  As the General Partner of  
  FARALLON CAPITAL PARTNERS, L.P.,  
  FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,  
  FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,  
  FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,  
  Farallon Capital Offshore Investors II, L.P. and  
  FARALLON CAPITAL (AM) INVESTORS, L.P.  
 

By Michael B. Fisch, Managing Member

 
     
  /s/ Michael B. Fisch  
  FARALLON INSTITUTIONAL (GP) V, L.L.C.  
  On its own behalf and  
  As the General Partner of  
  FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.  
 

By Michael B. Fisch, Manager

 
     
  /s/ Michael B. Fisch  
  FARALLON F5 (GP), L.L.C.  
  On its own behalf and  
  As the General Partner of  
  FARALLON CAPITAL F5 MASTER I, L.P.  
 

By Michael B. Fisch, Manager

 
     
  /s/ Michael B. Fisch  
 

Michael B. Fisch, individually and as attorney-in-fact for each of Philip D. Dreyfuss, Richard B. Fried, David T. Kim, Monica R. Landry, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly

 

The Power of Attorney executed by Landry authorizing Fisch to sign and file this Schedule 13G on her behalf, which was filed as an exhibit to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on August 26, 2014 by such Reporting Person with respect to the Common Stock of Town Sports International Holdings Inc., is hereby incorporated by reference. The Powers of Attorney executed by each of Dreyfuss, Fried, Kim, Linn, Patel, Roberts, Seybold, Spokes, Warren and Wehrly authorizing Fisch to sign and file this Schedule 13G on his behalf, which were filed as exhibits to the Schedule 13G filed with the SEC on February 13, 2020 by such Reporting Persons with respect to the Common Stock of Broadmark Realty Capital Inc., are hereby incorporated by reference.

 

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EXHIBIT INDEX

 

 

EXHIBIT 1

Joint Acquisition Statement Pursuant to Section 240.13d-1(k) (previously filed)

 

 

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