1
|
NAME OF REPORTING PERSON
KRENSAVAGE PARTNERS, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,657,832
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,657,832
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,657,832
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
KRENSAVAGE ADVISORS, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,657,832
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,657,832
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,657,832
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
KRENSAVAGE PARTNERS TOO, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
419,097
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
419,097
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
419,097
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
KRENSAVAGE ADVISORS TOO, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
419,097
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
419,097
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
419,097
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
KRENSAVAGE ASSET MANAGEMENT, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
3,076,929
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
3,076,929
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,076,929
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
|
||
14
|
TYPE OF REPORTING PERSON
IA
|
1
|
NAME OF REPORTING PERSON
MICHAEL P. KRENSAVAGE
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
3,076,929
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
3,076,929
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,076,929
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
|
(i)
|
Krensavage Partners, LP, a Delaware limited partnership (“Krensavage Partners”);
|
|
(ii)
|
Krensavage Partners Too, LP, a Delaware limited partnership (“Krensavage Partners Too”);
|
|
(iii)
|
Krensavage Advisors, LLC, a Delaware limited liability company (“Krensavage Advisors”), which serves as the general partner of Krensavage Partners;
|
|
(iv)
|
Krensavage Advisors Too, LLC, a Delaware limited liability company (“Krensavage Advisors Too”), which serves as the general partner of Krensavage Partners Too;
|
|
(v)
|
Krensavage Asset Management, LLC, a Delaware limited liability company (“Krensavage Asset Management”), which serves as the investment manager of each of Krensavage Partners and Krensavage Partners Too; and
|
|
(vi)
|
Michael P. Krensavage, who serves as the managing member of Krensavage Asset Management.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Krensavage Partners
|
|
(a)
|
As of the close of business on November 6, 2015, Krensavage Partners directly owned 2,657,832 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,657,832
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,657,832
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Krensavage Partners during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
Krensavage Advisors
|
|
(a)
|
Krensavage Advisors, as the general partner of Krensavage Partners, may be deemed the beneficial owner of the 2,657,832 Shares owned by Krensavage Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,657,832
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,657,832
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Krensavage Advisors has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Krensavage Partners during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
Krensavage Partners Too
|
|
(a)
|
As of the close of business on November 6, 2015, Krensavage Partners Too directly owned 419,097 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 419,097
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 419,097
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Krensavage Partners Too during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
Krensavage Advisors Too
|
|
(a)
|
Krensavage Advisors Too, as the general partner of Krensavage Partners Too, may be deemed the beneficial owner of the 419,097 Shares owned by Krensavage Partners Too.
|
|
(b)
|
1. Sole power to vote or direct vote: 419,097
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 419,097
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Krensavage Advisors Too has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Krensavage Partners Too during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
E.
|
Krensavage Asset Management
|
|
(a)
|
Krensavage Asset Management, as the investment manager of each of Krensavage Partners and Krensavage Partners Too, may be deemed the beneficial owner of the (i) 2,657,832 Shares owned by Krensavage Partners and (ii) 419,097 Shares owned by Krensavage Partners Too.
|
|
(b)
|
1. Sole power to vote or direct vote: 3,076,929
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 3,076,929
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Krensavage Asset Management has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Krensavage Partners and Krensavage Partners Too during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
F.
|
Mr. Krensavage
|
|
(a)
|
Mr. Krensavage, as the managing member of Krensavage Asset Management, may be deemed the beneficial owner of the (i) 2,657,832 Shares owned by Krensavage Partners and (ii) 419,097 Shares owned by Krensavage Partners Too.
|
|
(b)
|
1. Sole power to vote or direct vote: 3,076,929
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 3,076,929
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Krensavage has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of each of Krensavage Partners and Krensavage Partners Too during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
|
(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 proceeds from the sale of, the Shares.
|
|
(e)
|
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Letter to the Chairman and Board of Directors, dated November 9, 2015.
|
|
99.2
|
Joint Filing Agreement by and among Krensavage Partners, LP, Krensavage Partners Too, LP, Krensavage Advisors, LLC, Krensavage Advisors Too, LLC, Krensavage Asset Management, LLC and Michael P. Krensavage, dated November 9, 2015.
|
Krensavage Partners, LP
|
|||
By:
|
Krensavage Asset Management, LLC
Investment Manager
|
||
By:
|
/s/ Michael P. Krensavage
|
||
Name:
|
Michael P. Krensavage
|
||
Title:
|
Managing Member
|
Krensavage Partners Too, LP
|
|||
By:
|
Krensavage Asset Management, LLC
Investment Manager
|
||
By:
|
/s/ Michael P. Krensavage
|
||
Name:
|
Michael P. Krensavage
|
||
Title:
|
Managing Member
|
Krensavage Advisors, LLC
|
|||
By:
|
/s/ Michael P. Krensavage
|
||
Name:
|
Michael P. Krensavage
|
||
Title:
|
Owner
|
Krensavage Advisors Too, LLC
|
|||
By:
|
/s/ Michael P. Krensavage
|
||
Name:
|
Michael P. Krensavage
|
||
Title:
|
Owner
|
Krensavage Asset Management, LLC
|
|||
By:
|
/s/ Michael P. Krensavage
|
||
Name:
|
Michael P. Krensavage
|
||
Title:
|
Managing Member
|
/s/ Michael P. Krensavage
|
|
Michael P. Krensavage
|
Shares of Common Stock
Purchased
|
Price Per
Share($)
|
Date of
Purchase
|
704
|
5.6433
|
10/06/2015
|
44,537
|
4.9175
|
10/21/2015
|
605,738
|
4.6938
|
10/29/2015
|
61,258
|
4.1000
|
10/30/2015
|
217,458
|
3.9922
|
11/02/2015
|
72,940
|
3.9473
|
11/03/2015
|
5
|
3.9715
|
11/06/2015
|
47,534
|
5.6208
|
10/05/2015
|
1,517
|
5.4698
|
10/05/2015
|
35,262
|
5.6433
|
10/06/2015
|
6,991
|
4.9175
|
10/21/2015
|
94,262
|
4.6938
|
10/29/2015
|
9,429
|
4.1000
|
10/30/2015
|
36,146
|
3.9922
|
11/02/2015
|
8,989
|
3.9473
|
11/03/2015
|
5,487
|
3.9715
|
11/06/2015
|