Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
August 17 2023 - 5:06PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
RVL Pharmaceuticals
plc
(Name of Issuer)
Ordinary Shares,
nominal value $0.01 per share
(Title of Class of Securities)
G6S41R101
(CUSIP Number)
Ben Silbert, Esq.
65 East 55th Street, 18th Floor
New York, NY 10022
(212) 593-6900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
Craig E. Marcus, Esq.
Ropes & Gray LLP
Prudential Tower, 800 Boylston Street
Boston, MA 02199-3600
August 15,
2023
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G 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. ¨
[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 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 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).
CUSIP No. G6S41R101 |
Page 2 of 5 |
(1) |
Name of Reporting Persons
Avista Healthcare Partners GP, Ltd. |
|
(2) |
Check the Appropriate Box if a Member of a Group* |
|
(a) |
x |
|
(b) |
¨ |
|
(3) |
SEC Use Only |
|
(4) |
Source of Funds
OO |
|
(5) |
Check Box if Disclosure of Legal Proceedings
Is Required Pursuant to Item 2(d) or 2(e) ¨ |
|
(6) |
Citizenship or Place of Organization
Bermuda |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With |
(7) |
Sole Voting Power
0 |
|
(8) |
Shared Voting Power
0 |
|
(9) |
Sole Dispositive Power
0 |
|
(10) |
Shared Dispositive Power
0 |
(11) |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
|
(12) |
Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares ¨ |
|
(13) |
Percent of Class Represented by Amount in Row (11)
0 |
|
(14) |
Type of Reporting Person
OO |
CUSIP No. G6S41R101 |
Page 3 of 5 |
(1) |
Name of Reporting Persons
Avista Healthcare Partners, L.P. |
|
(2) |
Check the Appropriate Box if a Member of a Group* |
|
(a) |
x |
|
(b) |
¨ |
|
(3) |
SEC Use Only |
|
(4) |
Source of Funds
OO |
|
(5) |
Check Box if Disclosure of Legal Proceedings
Is Required Pursuant to Item 2(d) or 2(e) o |
|
(6) |
Citizenship or Place of Organization
Bermuda |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With |
(7) |
Sole Voting Power
0 |
|
(8) |
Shared Voting Power
0 |
|
(9) |
Sole Dispositive Power
0 |
|
(10) |
Shared Dispositive Power
0 |
(11) |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
|
(12) |
Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares ¨ |
|
(13) |
Percent of Class Represented by Amount in Row (11)
0 |
|
(14) |
Type of Reporting Person
OO |
CUSIP No. G6S41R101 |
Page 4 of 5 |
AMENDMENT NO. 5 TO SCHEDULE 13D
Explanatory Note
This Amendment No. 5 amends the statement on
Schedule 13D (the “Schedule 13D”) related to the ordinary shares, nominal value $0.01 per share (the “Ordinary
Shares”), of RVL Pharmaceuticals plc, an Irish public limited company (the “Company”), filed with the Securities
and Exchange Commission (the “SEC”) on January 30, 2020, as amended by Amendment No. 1 thereto filed with the SEC
on November 23, 2020, Amendment No. 2 thereto filed with the SEC on October 14, 2021, Amendment No. 3 thereto filed with the SEC on August
9, 2022 and Amendment No. 4 thereto filed with the SEC on January 30, 2023. Unless otherwise indicated, all capitalized terms used herein
shall have the meanings set forth in the Schedule 13D and, unless amended hereby, all information previously filed remains in effect.
Item 4. Purpose of Transaction.
Item 4 is amended to add the following paragraph
immediately following the eighth paragraph:
On August 15, 2023, Avista Healthcare Partners
L.P. completed a distribution in kind of 23,730,864 Ordinary Shares to its partners. Following the distribution in kind, the Reporting
Persons did not hold any Ordinary Shares.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended
and restated to read as follows:
The information set forth in Items 2, 3 and 4
is hereby incorporated by reference into this Item 5.
(a) The aggregate number and percentage of Ordinary
Shares identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in rows eleven and thirteen on the cover pages
hereto.
(b) The number of Ordinary Shares as to which
each of the Reporting Persons has sole or shared power to vote, direct the vote, dispose or direct the disposition are as set forth in
rows seven through ten of the cover pages hereof.
(c) Other than as set forth in Item 4 herein,
the Reporting Persons have not effected any transactions in the Ordinary Shares during the past 60 days.
(d) No person other than the Reporting Persons
is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary
Shares beneficially owned by the Reporting Persons.
(e) On August 15, 2023, the Reporting Persons
ceased to be the beneficial owner of more than 5% of the outstanding Ordinary Shares.
| CUSIP No. G6S41R101 |
Page 5 of 5 |
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.
Dated: August 17, 2023 |
AVISTA HEALTHCARE PARTNERS GP, LTD. |
|
|
|
/s/ Ben Silbert |
|
Name: Ben Silbert |
|
Title: Chief Administrative Officer and General Counsel |
|
|
|
AVISTA HEALTHCARE PARTNERS, L.P. |
|
|
|
/s/ Ben Silbert |
|
Name: Ben Silbert |
|
Title: General Counsel |
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