- Amended Statement of Beneficial Ownership (SC 13D/A)
November 09 2011 - 12:59PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
FURIEX PHARMACEUTICALS, INC.
|
(Name of Issuer)
|
Common Stock, $0.001 Par Value
|
(Title of Class of Securities)
(CUSIP Number)
|
|
|
|
|
Fredric N. Eshelman
929 North Front Street
Wilmington, NC 28401
|
|
with a copy to:
Stephen Fraidin, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY
10022
(212) 446-4800
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
§§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
x
Note:
Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*
|
|
The remainder of this cover page shall be filled out for a reporting persons 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.
I.R.S.
Identification Nos. of above persons (entities only):
Fredric N.
Eshelman
|
2.
|
|
Check the Appropriate Box if a
Member of a Group (See Instructions):
(a)
¨
(b)
¨
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See
Instructions):
OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e):
Not Applicable
|
6.
|
|
Citizenship or Place of
Organization:
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power:
1,610,273*
|
|
8.
|
|
Shared Voting Power:
108,620*
|
|
9.
|
|
Sole Dispositive Power:
1,610,273*
|
|
10.
|
|
Shared Dispositive Power:
108,620*
|
11.
|
|
Aggregate Amount Beneficially
Owned by Each Reporting Person:
1,718,893
*
|
12.
|
|
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions):
¨
Not Applicable
|
13.
|
|
Percent of Class Represented by
Amount in Row (11):
17.4%*
|
14.
|
|
Type of Reporting Person (See
Instructions):
IN
|
*
|
1,718,893
shares includes 1,610,273 shares directly held by Fredric N. Eshelman (the
Reporting Person
); 41,666 shares held in a grantor
retained annuity trust; 938 shares and 65,876 options to acquire shares held by Elk Mountain Consulting, LLC, a member-managed Wyoming limited liability company (
Elk Mountain
), Iron Bar Holdings, LLC, member, itself a
manager-managed LLC, sole member and manager Fredric N. Eshelman; and 140 shares held by the Reporting Persons spouse. The 1,718,893
shares do not include 230,564 options to acquire shares held by Elk Mountain which cannot be exercised
in the next 60 days. The Reporting Person has sole voting and dispositive power for 1,610,273 shares. The Reporting Person has shared voting and dispositive power over the 938 shares and 65,876 options to acquire shares held by Elk Mountain
Consulting, LLC (not including 230,564 options to acquire shares held by Elk Mountain which cannot be exercised in the next 60 days) and the Reporting Person may be deemed to have shared voting and dispositive powers as to the 140 shares held by his
spouse and the 41,666 shares held by the grantor retained annuity trust. The percent of class represented by amount in row (11) is based on 9,881,340 shares of common stock outstanding as of July 31, 2011, as reported in the Companys Quarterly
Report on Form 10-Q for the period ended June 30, 2011 filed with the Securities and Exchange Commission on August 10, 2011.
|
2
Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, this Amendment No. 3
(this
Amendment No. 3
) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the
SEC
) on May 3, 2011 (the
Original 13D
), as amended
and supplemented by Amendment No. 1 to the Original 13D filed with the SEC on May 23, 2011 (the
Amendment No. 1
), Amendment No. 2 to the Original 13D filed with the SEC on May 26, 2011 (the
Amendment No. 2
, together with this Amendment No. 3, the Original 13D and the Amendment No. 1, the
Schedule 13D
) as described below.
Item 5.
|
Interest in Securities of the Issuer
.
|
Item 5 of the Schedule 13D is amended and restated in its entirety as follow:
Based upon the information provided by the Company there were 9,881,340 Shares issued and outstanding as of July 31, 2011. As of the
date hereof, the Reporting Person beneficially owns 1,718,893 Shares (or 17.4 percent of the Shares issued and outstanding as of July 31, 2011) including 1,610,273 Shares directly held by the Reporting Person, 41,666 Shares held in a grantor
retained annuity trust; 938 Shares and 65,876 options to acquire Shares held by Elk Mountain, and 140 shares held by the Reporting Persons spouse. The 1,718,893 Shares do not include 230,564 options to acquire Shares held by Elk Mountain which
cannot be exercised in the next 60 days. The Reporting Person has sole voting and dispositive power for 1,610,273 Shares. The Reporting Person has shared voting and dispositive power over the 938 Shares and 65,876 options to acquire Shares held by
Elk Mountain (not including 230,564 options to acquire shares held by Elk Mountain which cannot be exercised in the next 60 days) and the Reporting Person may be deemed to have shared voting and dispositive powers as to the 140 Shares held by his
spouse and the 41,666 Shares held by the grantor retained annuity trust.
Other than the transactions set forth below, from
the date of the filing of the Amendment No. 2 through November 8, 2011, there were no transactions effected in the Shares, or securities convertible into, exercisable for or exchangeable for the Shares, by the Reporting Person.
|
|
|
|
|
|
|
|
|
|
|
|
|
Date
|
|
Type of
Transaction
|
|
Number
of
Shares
|
|
|
Security Type
|
|
Price per Share ($)
|
|
11/4/2011
|
|
Purchase
|
|
|
6,922
|
|
|
Shares
|
|
$
|
15.31
|
|
11/7/2011
|
|
Purchase
|
|
|
7,148
|
|
|
Shares
|
|
$
|
15.69
|
|
11/8/2011
|
|
Purchase
|
|
|
250,000
|
|
|
Shares
|
|
$
|
16.00
|
|
3
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
|
|
November 9, 2011
|
|
|
|
|
/s/ Fredric N. Eshelman
|
|
|
Fredric N. Eshelman
|
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C.
1001).
4
(MM) (NASDAQ:FURX)
Historical Stock Chart
From Jun 2024 to Jul 2024
(MM) (NASDAQ:FURX)
Historical Stock Chart
From Jul 2023 to Jul 2024