SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 

SYNERGY PHARMACEUTICALS, INC.

(Name of Issuer)
 

Common Stock

(Title of Class of Securities)
 

871639308

(CUSIP Number)
 

December 31, 2016

(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)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 13 Pages)

 

______________________________

*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). 

 

CUSIP No. 87163930813G/APage 2 of 13 Pages

 

 

1

NAME OF REPORTING PERSON

Polygon Convertible Opportunity Master Fund

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

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

0

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 87163930813G/APage 3 of 13 Pages

 

 

 

1

NAME OF REPORTING PERSON

Polygon Management Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

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

0

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 87163930813G/APage 4 of 13 Pages

 

 

 

1

NAME OF REPORTING PERSON

Polygon Global Partners LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

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

0

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. 87163930813G/APage 5 of 13 Pages

 

 

 

1

NAME OF REPORTING PERSON

Polygon Global Partners LLP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

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

0

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. 87163930813G/APage 6 of 13 Pages

 

 

 

1

NAME OF REPORTING PERSON

TFG Asset Management L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

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

0

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

IA

         

 

CUSIP No. 87163930813G/APage 7 of 13 Pages

 

 

 

1

NAME OF REPORTING PERSON

Patrick G. G. Dear

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

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

0

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 87163930813G/APage 8 of 13 Pages

 

 

 

1

NAME OF REPORTING PERSON

Reade E. Griffith

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

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

0

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 87163930813G/APage 9 of 13 Pages

 

 

 

 
Item 1. (a) NAME OF ISSUER
  Synergy Pharmaceuticals Inc. (the "Issuer").

 

  (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
    420 Lexington Avenue, Suite 2012
New York, NY 10170
United States
     
Item 2. (a) NAME OF PERSON FILING
  (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
  (c) CITIZENSHIP
   
  This Schedule 13G is filed on behalf of Polygon Convertible Opportunity Master Fund, Polygon Management Ltd., Polygon Global Partners LP, Polygon Global Partners LLP, TFG Asset Management L.P., Mr. Patrick G. G. Dear and Mr. Reade E. Griffith (the "Reporting Persons").
   
  Polygon Convertible Opportunity Master Fund (the "Master Fund")
Po Box 309
Ugland House
Grand Cayman, E9 KY1-1104
Citizenship: Cayman Islands
   
  Polygon Management Ltd. (the "General Partner")
Po Box 309
Ugland House
Grand Cayman, E9 KY1-1104
Citizenship: Cayman Islands
   
  Polygon Global Partners LP (the "US Investment Manager")
399 Park Avenue
22nd Floor
New York, NY 10022
Citizenship: Delaware
   
  Polygon Global Partners LLP (the "UK Investment Manager")
4 Sloane Terrace
London, X0 SW1X9DQ
United Kingdom
Citizenship: United Kingdom
   
  TFG Asset Management L.P. (the "Manager")
Po Box 309
Ugland House
Grand Cayman, E9 KY1-1104
Citizenship: Cayman Islands

 

 

CUSIP No. 87163930813G/APage 10 of 13 Pages

 

 

   
 

Patrick G. G. Dear ("Mr. Dear")

c/o Polygon Global Partners LLP

4 Sloane Terrace

London, X0 SW1X9DQ

United Kingdom

Citizenship: United Kingdom

   
 

Reade E. Griffith ("Mr. Griffith")

c/o Polygon Global Partners LLP

4 Sloane Terrace

London, X0 SW1X9DQ

United Kingdom

Citizenship: United Kingdom

 

Item 2(d). TITLE OF CLASS OF SECURITIES
  Common Stock, $0.0001 par value (the "Common Stock")

 

Item 2(e). CUSIP NUMBER
  871639308

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

CUSIP No. 87163930813G/APage 11 of 13 Pages

 

  

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: _________________________________________

   

 

Item 4. OWNERSHIP  
     
      (a)

Amount beneficially owned:

As of December 31, 2016, the Reporting Persons no longer may have been deemed to beneficially own any shares of Common Stock.

 

      (b)

Percent of class:

0.0%.

      (c) Number of shares as to which the person has:
        (i) Sole power to vote or direct the vote:  0
        (ii) Shared power to vote or direct the vote: 0
        (iii) Sole power to dispose or direct the disposition:  0
        (iv) Shared power to dispose or direct the disposition of:  0
             

 

All of the securities were directly held by the Master Fund. The Manager, the US Investment Manager, the UK Investment Manager and the General Partner have voting and dispositive control over securities held by the Master Fund. Messrs. Dear and Griffith control the Manager, the US Investment Manager, the UK Investment Manager and the General Partner.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
   
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  
   
  Not applicable.  
     
       

 

Item 9. NOTICE OF DISSOLUTION OF GROUP  
   
  Not applicable.  
       

 

CUSIP No. 87163930813G/APage 12 of 13 Pages

 

 

Item 10. CERTIFICATION  
   
  By signing below each of the undersigned certifies that, to the best of such person’s 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.
       

 

 

CUSIP No. 87163930813G/APage 13 of 13 Pages

 

SIGNATURES

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.

DATE: February 13, 2017

 

   
POLYGON CONVERTIBLE OPPORTUNITY MASTER FUND    
     
/s/ Michael Humphries    
Name:  Michael Humphries    
Title: Director    
     
POLYGON MANAGEMENT LTD.    
     
/s/ Reade E. Griffith    
Name:  Reade E. Griffith    
Title: Authorized Person    
     
POLYGON GLOBAL PARTNERS LP    
     
/s/ Reade E. Griffith    
Name:  Reade E. Griffith    
Title: Principal    
     
POLYGON GLOBAL PARTNERS LLP    
     
/s/ Reade E. Griffith    
Name:  Reade E. Griffith    
Title: Principal    
     
TFG ASSET MANAGEMENT L.P.    
By: Polygon Management Ltd., its general partner    
     
/s/ Reade E. Griffith    
Name:  Reade E. Griffith    
Title: Authorized Person    
     
/s/ Patrick G. G. Dear    
Patrick G. G. Dear    
     
/s/ Reade E. Griffith    
Reade E. Griffith