Statement of Changes in Beneficial Ownership (4)
February 10 2015 - 5:07PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
ADAGE CAPITAL PARTNERS GP LLC
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2. Issuer Name
and
Ticker or Trading Symbol
Nexvet Biopharma plc
[
NVET
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
200 CLARENDON STREET, 52ND FLOOR,
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/10/2015
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(Street)
BOSTON, MA 02116
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Ordinary Shares, $0.0125 nominal value ("Ordinary Shares")
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2/10/2014
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P
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275000
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A
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$10.00
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275000
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I
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See footnotes
(1)
(2)
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Ordinary Shares
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2/10/2014
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C
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600000
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A
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(3)
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875000
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I
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See footnotes
(1)
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series B Preference Shares
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(3)
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2/10/2014
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C
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600000
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(3)
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(3)
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Ordinary Shares
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600000
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$0
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0
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I
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See footnotes
(1)
(2)
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Explanation of Responses:
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(
1)
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The securities to which this filing relates are held directly by Adage Capital Partners, L.P., a Delaware limited partnership (the "Fund"). Adage Capital Partners GP, L.L.C., a Delaware limited liability company ("ACPGP"), serves as the general partner of the Fund and as such has discretion over the portfolio securities beneficially owned by the Fund. Adage Capital Advisors, L.L.C., a Delaware limited liability company ("ACA"), is the managing member of ACPGP and directs ACPGP's operations. Robert Atchinson and Phillip Gross are the managing members of ACPGP and ACA and general partners of the Fund.
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(
2)
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The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.
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(
3)
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Reflects the automatic conversion of the Series B Preference Shares into Ordinary Shares on a one-for-one basis upon the completion of the initial public offering of Issuer's Ordinary Shares.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ADAGE CAPITAL PARTNERS GP LLC
200 CLARENDON STREET, 52ND FLOOR
BOSTON, MA 02116
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X
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Adage Capital Partners, L.P.
200 CLARENDON STREET, 52ND FLOOR
BOSTON, MA 02116
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X
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Adage Capital Advisors, L.L.C.
200 CLARENDON STREET
52ND FLOOR
BOSTON, MA 02116
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X
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Atchinson Robert
200 CLARENDON STREET
52ND FLOOR
BOSTON, MA 02116
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X
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Gross Phillip
200 CLARENDON STREET
52ND FLOOR
BOSTON, MA 02116
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X
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Signatures
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/s/ Robert Atchinson
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2/10/2015
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**
Signature of Reporting Person
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Date
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/s/ Adage Capital Partners, L.P.; By its general partner Adage Capital Partners GP, L.L.C.; By its managing member Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson
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2/10/2015
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**
Signature of Reporting Person
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Date
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/s/ Adage Capital Partners GP, L.L.C.; By its managing member Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson
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2/10/2015
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**
Signature of Reporting Person
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Date
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/s/ Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson
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2/10/2015
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**
Signature of Reporting Person
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Date
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/s/ Phillip Gross
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2/10/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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