Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

SCHEDULE 13G
 
Under the Securities Exchange Act of 1934

(Amendment No. 1)*
 
Adamas Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
00548A 106
(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:
o
Rule 13d-1(b)
o
Rule 13d-1(c)
ý
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).

CUSIP No. 00548A 106


 
 
1

 
Names of Reporting Persons
 
Gregory T Went
 
 
 
2

 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
 
 
(a)
o
 
 
 
 
 
 
(b)
o
 
 
 
 
 
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
 
954,9231
 
 
 
6

Shared Voting Power
 
355,3922
 
 
 
7

Sole Dispositive Power
 
954,9231
 
 
 
8

Shared Dispositive Power
 
355,3922
 
 
 
 
9

 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,310,3153
 
 
 
10

 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
 
 
11

 
Percent of Class Represented by Amount in Row 9
 
5.74%4
 
 
 
12

 
Type of Reporting Person (See Instructions)
 
IN
 

1  Includes 837,465 shares subject to options exercisable within 60 days of December 31, 2016.
2  Includes 80,000 shares held by Gregory T Went & Marjorie S Went ttees 2012 Irr Trust FBO Bridget Elise Went, 80,000 shares held by Gregory T Went & Marjorie S Went ttees 2012 Irr Trust FBO Cora Margaret Went, 195,392 shares held by Gregory T Went & Marjorie S Went ttees Went Family Living Trust dtd 03/24/11 (collectively, the “Trusts”). Dr. Went is a trustee of the Trusts and, as such, may be deemed to share voting and dispositive power with respect to all shares held by the Trusts.
3  Includes 837,465 shares subject to options exercisable within 60 days of December 31, 2016 and 355,392 shares held by the Trusts.
4  The beneficial ownership percentage is based upon 21,982,429 shares of common stock, par value $0.001, of Adamas Pharmaceuticals, Inc., a Delaware corporation (the “Company”), deemed issued and outstanding as of October 31, 2016 based on information reported by the Company in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, filed with the Securities and Exchange Commission on November 3, 2016.



CUSIP No. 00548A 106


Item 1(a).
Name of Issuer
 
Adamas Pharmaceuticals, Inc.
 
 
Item 1(b).
Address of Issuer’s Principal Executive Offices
 
1900 Powell St, Suite 750
Emeryville, CA 94608
 
Item 2(a).
Name of Person Filing
 
Gregory T Went
 
 
Item 2(b).
Address of Principal Business Office or, if none, Residence
The address for the principal business office of Gregory Went is:
 
1900 Powell St, Suite 750
Emeryville, CA 94608
 
 
Item 2(c).
Citizenship
 
United States
 
 
Item 2(d).
Title of Class of Securities
 
Common Stock, par value $0.001
 
 
Item 2(e).
CUSIP Number
 
00548A 106
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
 
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
(c)
o
Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);
 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
(g)
o
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
(h)
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
(j)
o
A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
 
(k)
o
Group, in accordance with § 240.13d–1(b)(1)(ii)(K).
 
 
If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________



CUSIP No. 00548A 106


Item 4.
Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)
Amount beneficially owned 
 
1,310,3155
 
(b)
Percent of class
 
5.74%6
 
(c)
Number of shares as to which the person has:
 
 
 
(i)
Sole power to vote or to direct the vote
  
954,9237
 
 
(ii)
Shared power to vote or to direct the vote
  
355,3928
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
954,9237
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
355,3928
 
Item 5.
Ownership of 5 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 5 percent of the class of securities, check the following   o.
 
Item 6.
Ownership of More than 5 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 a Group
 
Not applicable.
 
Item 10.
Certification
 
Not applicable.
 

5  Includes 837,465 shares subject to options exercisable within 60 days of December 31, 2016 and 355,932 shares held by the Trusts.
6  The beneficial ownership percentage is based upon 21,982,429 shares of common stock, par value $0.001, of Adamas Pharmaceuticals, Inc., a Delaware corporation (the “Company”), deemed issued and outstanding as of October 31, 2016 based on information reported by the Company in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, filed with the Securities and Exchange Commission on November 3, 2016.
7  Includes 837,465 shares subject to options exercisable within 60 days of December 31, 2016.
8  Includes 355,392 shares held by the Trusts.



CUSIP No. 00548A 106


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.
 
 
February 14, 2017
 
Date
 
 
 
 
 
/s/Gregory T Went
 
Gregory T Went