SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2
(Amendment No. )*
Egalet Corporation
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
28226B104
(CUSIP Number)
December 31, 2014
(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)
¨ Rule 13d-1(c)
x 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 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).
13G
| CUSIP NO. 28226B104 | Page 2 of 18 Pages |
| 1 | NAMES OF REPORTING PERSONS
Omega Fund IV, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x(1)
| |||||
| 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
314,574 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
314,574 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
314,574 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV G.P. Manager, Ltd. (“Omega Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Anne-Mari Paster (“Paster”), Renee Aguiar-Lucander (“Aguiar-Lucander”), Danish Biotech SPV I P/S (“Danish Biotech”), Danish Biotech SPV I, GP Ltd. (“Danish Biotech Ltd”), David Bolton (“Bolton”), and Martin Mullins (“Mullins”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Lim, Stampacchia, Paster, and Aguiar-Lucander are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. Danish Biotech Ltd is the general partner of Danish Biotech and may be deemed to beneficially own the shares held by Danish Biotech. Bolton and Mullins are the directors of Danish Biotech Ltd and may be deemed to beneficially own the shares held by Danish Biotech. Danish Biotech is a 24.4% equity holder in Egalet A/S, and Danish Biotech, Danish Biotech Ltd, Bolton and Mullins may be deemed to beneficially own the shares held by Egalet A/S. Aguiar-Lucander is a director of Egalet A/S and may be deemed to beneficially own the shares held by Egalet A/S. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | This percentage is calculated based upon 30,657,532 shares of the Common Stock outstanding as of November 4, 2014 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014. |
13G
| CUSIP NO. 28226B104 | Page 3 of 18 Pages |
| 1 | NAMES OF REPORTING PERSONS
Omega Fund IV GP, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x(1)
| |||||
| 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
314,574 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
314,574 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
314,574 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV G.P. Manager, Ltd. (“Omega Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Anne-Mari Paster (“Paster”), Renee Aguiar-Lucander (“Aguiar-Lucander”), Danish Biotech SPV I P/S (“Danish Biotech”), Danish Biotech SPV I, GP Ltd. (“Danish Biotech Ltd”), David Bolton (“Bolton”), and Martin Mullins (“Mullins”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Lim, Stampacchia, Paster, and Aguiar-Lucander are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. Danish Biotech Ltd is the general partner of Danish Biotech and may be deemed to beneficially own the shares held by Danish Biotech. Bolton and Mullins are the directors of Danish Biotech Ltd and may be deemed to beneficially own the shares held by Danish Biotech. Danish Biotech is a 24.4% equity holder in Egalet A/S, and Danish Biotech, Danish Biotech Ltd, Bolton and Mullins may be deemed to beneficially own the shares held by Egalet A/S. Aguiar-Lucander is a director of Egalet A/S and may be deemed to beneficially own the shares held by Egalet A/S. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | This percentage is calculated based upon 30,657,532 shares of the Common Stock outstanding as of November 4, 2014 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014. |
13G
| CUSIP NO. 28226B104 | Page 4 of 18 Pages |
| 1 | NAMES OF REPORTING PERSONS
Omega Fund IV G.P. Manager, Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x(1)
| |||||
| 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
314,574 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
314,574 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
314,574 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV G.P. Manager, Ltd. (“Omega Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Anne-Mari Paster (“Paster”), Renee Aguiar-Lucander (“Aguiar-Lucander”), Danish Biotech SPV I P/S (“Danish Biotech”), Danish Biotech SPV I, GP Ltd. (“Danish Biotech Ltd”), David Bolton (“Bolton”), and Martin Mullins (“Mullins”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Lim, Stampacchia, Paster, and Aguiar-Lucander are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. Danish Biotech Ltd is the general partner of Danish Biotech and may be deemed to beneficially own the shares held by Danish Biotech. Bolton and Mullins are the directors of Danish Biotech Ltd and may be deemed to beneficially own the shares held by Danish Biotech. Danish Biotech is a 24.4% equity holder in Egalet A/S, and Danish Biotech, Danish Biotech Ltd, Bolton and Mullins may be deemed to beneficially own the shares held by Egalet A/S. Aguiar-Lucander is a director of Egalet A/S and may be deemed to beneficially own the shares held by Egalet A/S. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | This percentage is calculated based upon 30,657,532 shares of the Common Stock outstanding as of November 4, 2014 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014. |
13G
| CUSIP NO. 28226B104 | Page 5 of 18 Pages |
| 1 | NAMES OF REPORTING PERSONS
Richard Lim | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x(1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
314,574 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
314,574 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
314,574 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV G.P. Manager, Ltd. (“Omega Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Anne-Mari Paster (“Paster”), Renee Aguiar-Lucander (“Aguiar-Lucander”), Danish Biotech SPV I P/S (“Danish Biotech”), Danish Biotech SPV I, GP Ltd. (“Danish Biotech Ltd”), David Bolton (“Bolton”), and Martin Mullins (“Mullins”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Lim, Stampacchia, Paster, and Aguiar-Lucander are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. Danish Biotech Ltd is the general partner of Danish Biotech and may be deemed to beneficially own the shares held by Danish Biotech. Bolton and Mullins are the directors of Danish Biotech Ltd and may be deemed to beneficially own the shares held by Danish Biotech. Danish Biotech is a 24.4% equity holder in Egalet A/S, and Danish Biotech, Danish Biotech Ltd, Bolton and Mullins may be deemed to beneficially own the shares held by Egalet A/S. Aguiar-Lucander is a director of Egalet A/S and may be deemed to beneficially own the shares held by Egalet A/S. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | This percentage is calculated based upon 30,657,532 shares of the Common Stock outstanding as of November 4, 2014 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014. |
13G
| CUSIP NO. 28226B104 | Page 6 of 18 Pages |
| 1 | NAMES OF REPORTING PERSONS
Otello Stampacchia | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x(1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Italy | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
314,574 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
314,574 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
314,574 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV G.P. Manager, Ltd. (“Omega Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Anne-Mari Paster (“Paster”), Renee Aguiar-Lucander (“Aguiar-Lucander”), Danish Biotech SPV I P/S (“Danish Biotech”), Danish Biotech SPV I, GP Ltd. (“Danish Biotech Ltd”), David Bolton (“Bolton”), and Martin Mullins (“Mullins”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Lim, Stampacchia, Paster, and Aguiar-Lucander are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. Danish Biotech Ltd is the general partner of Danish Biotech and may be deemed to beneficially own the shares held by Danish Biotech. Bolton and Mullins are the directors of Danish Biotech Ltd and may be deemed to beneficially own the shares held by Danish Biotech. Danish Biotech is a 24.4% equity holder in Egalet A/S, and Danish Biotech, Danish Biotech Ltd, Bolton and Mullins may be deemed to beneficially own the shares held by Egalet A/S. Aguiar-Lucander is a director of Egalet A/S and may be deemed to beneficially own the shares held by Egalet A/S. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | This percentage is calculated based upon 30,657,532 shares of the Common Stock outstanding as of November 4, 2014 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014. |
13G
| CUSIP NO. 28226B104 | Page 7 of 18 Pages |
| 1 | NAMES OF REPORTING PERSONS
Renee Aguiar-Lucander | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x(1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,606,881 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,606,881 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,606,881 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.2% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV G.P. Manager, Ltd. (“Omega Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Anne-Mari Paster (“Paster”), Renee Aguiar-Lucander (“Aguiar-Lucander”), Danish Biotech SPV I P/S (“Danish Biotech”), Danish Biotech SPV I, GP Ltd. (“Danish Biotech Ltd”), David Bolton (“Bolton”), and Martin Mullins (“Mullins”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Lim, Stampacchia, Paster, and Aguiar-Lucander are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. Danish Biotech Ltd is the general partner of Danish Biotech and may be deemed to beneficially own the shares held by Danish Biotech. Bolton and Mullins are the directors of Danish Biotech Ltd and may be deemed to beneficially own the shares held by Danish Biotech. Danish Biotech is a 24.4% equity holder in Egalet A/S, and Danish Biotech, Danish Biotech Ltd, Bolton and Mullins may be deemed to beneficially own the shares held by Egalet A/S. Aguiar-Lucander is a director of Egalet A/S and may be deemed to beneficially own the shares held by Egalet A/S. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | This percentage is calculated based upon 30,657,532 shares of the Common Stock outstanding as of November 4, 2014 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014. |
13G
| CUSIP NO. 28226B104 | Page 8 of 18 Pages |
| 1 | NAMES OF REPORTING PERSONS
Anne-Mari Paster | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x(1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
314,574 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
314,574 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
314,574 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV G.P. Manager, Ltd. (“Omega Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Anne-Mari Paster (“Paster”), Renee Aguiar-Lucander (“Aguiar-Lucander”), Danish Biotech SPV I P/S (“Danish Biotech”), Danish Biotech SPV I, GP Ltd. (“Danish Biotech Ltd”), David Bolton (“Bolton”), and Martin Mullins (“Mullins”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Lim, Stampacchia, Paster, and Aguiar-Lucander are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. Danish Biotech Ltd is the general partner of Danish Biotech and may be deemed to beneficially own the shares held by Danish Biotech. Bolton and Mullins are the directors of Danish Biotech Ltd and may be deemed to beneficially own the shares held by Danish Biotech. Danish Biotech is a 24.4% equity holder in Egalet A/S, and Danish Biotech, Danish Biotech Ltd, Bolton and Mullins may be deemed to beneficially own the shares held by Egalet A/S. Aguiar-Lucander is a director of Egalet A/S and may be deemed to beneficially own the shares held by Egalet A/S. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | This percentage is calculated based upon 30,657,532 shares of the Common Stock outstanding as of November 4, 2014 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014. |
13G
| CUSIP NO. 28226B104 | Page 9 of 18 Pages |
| 1 | NAMES OF REPORTING PERSONS
Danish Biotech SPV I P/S | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x(1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Denmark | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
3,308,558 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,308,558 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,308,558 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.8% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV G.P. Manager, Ltd. (“Omega Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Anne-Mari Paster (“Paster”), Renee Aguiar-Lucander (“Aguiar-Lucander”), Danish Biotech SPV I P/S (“Danish Biotech”), Danish Biotech SPV I, GP Ltd. (“Danish Biotech Ltd”), David Bolton (“Bolton”), and Martin Mullins (“Mullins”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Lim, Stampacchia, Paster, and Aguiar-Lucander are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. Danish Biotech Ltd is the general partner of Danish Biotech and may be deemed to beneficially own the shares held by Danish Biotech. Bolton and Mullins are the directors of Danish Biotech Ltd and may be deemed to beneficially own the shares held by Danish Biotech. Danish Biotech is a 24.4% equity holder in Egalet A/S, and Danish Biotech, Danish Biotech Ltd, Bolton and Mullins may be deemed to beneficially own the shares held by Egalet A/S. Aguiar-Lucander is a director of Egalet A/S and may be deemed to beneficially own the shares held by Egalet A/S. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | This percentage is calculated based upon 30,657,532 shares of the Common Stock outstanding as of November 4, 2014 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014. |
13G
| CUSIP NO. 28226B104 | Page 10 of 18 Pages |
| 1 | NAMES OF REPORTING PERSONS
Danish Biotech SPV I, GP Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x(1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
3,308,558 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,308,558 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,308,558 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.8% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV G.P. Manager, Ltd. (“Omega Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Anne-Mari Paster (“Paster”), Renee Aguiar-Lucander (“Aguiar-Lucander”), Danish Biotech SPV I P/S (“Danish Biotech”), Danish Biotech SPV I, GP Ltd. (“Danish Biotech Ltd”), David Bolton (“Bolton”), and Martin Mullins (“Mullins”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Lim, Stampacchia, Paster, and Aguiar-Lucander are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. Danish Biotech Ltd is the general partner of Danish Biotech and may be deemed to beneficially own the shares held by Danish Biotech. Bolton and Mullins are the directors of Danish Biotech Ltd and may be deemed to beneficially own the shares held by Danish Biotech. Danish Biotech is a 24.4% equity holder in Egalet A/S, and Danish Biotech, Danish Biotech Ltd, Bolton and Mullins may be deemed to beneficially own the shares held by Egalet A/S. Aguiar-Lucander is a director of Egalet A/S and may be deemed to beneficially own the shares held by Egalet A/S. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | This percentage is calculated based upon 30,657,532 shares of the Common Stock outstanding as of November 4, 2014 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014. |
13G
| CUSIP NO. 28226B104 | Page 11 of 18 Pages |
| 1 | NAMES OF REPORTING PERSONS
David Bolton | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x(1)
| |||||
| 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
3,308,558 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,308,558 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,308,558 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.8% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV G.P. Manager, Ltd. (“Omega Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Anne-Mari Paster (“Paster”), Renee Aguiar-Lucander (“Aguiar-Lucander”), Danish Biotech SPV I P/S (“Danish Biotech”), Danish Biotech SPV I, GP Ltd. (“Danish Biotech Ltd”), David Bolton (“Bolton”), and Martin Mullins (“Mullins”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Lim, Stampacchia, Paster, and Aguiar-Lucander are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. Danish Biotech Ltd is the general partner of Danish Biotech and may be deemed to beneficially own the shares held by Danish Biotech. Bolton and Mullins are the directors of Danish Biotech Ltd and may be deemed to beneficially own the shares held by Danish Biotech. Danish Biotech is a 24.4% equity holder in Egalet A/S, and Danish Biotech, Danish Biotech Ltd, Bolton and Mullins may be deemed to beneficially own the shares held by Egalet A/S. Aguiar-Lucander is a director of Egalet A/S and may be deemed to beneficially own the shares held by Egalet A/S. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | This percentage is calculated based upon 30,657,532 shares of the Common Stock outstanding as of November 4, 2014 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014. |
13G
| CUSIP NO. 28226B104 | Page 12 of 18 Pages |
| 1 | NAMES OF REPORTING PERSONS
Martin Mullins | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x(1)
| |||||
| 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
3,308,558 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,308,558 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,308,558 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.8% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV G.P. Manager, Ltd. (“Omega Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Anne-Mari Paster (“Paster”), Renee Aguiar-Lucander (“Aguiar-Lucander”), Danish Biotech SPV I P/S (“Danish Biotech”), Danish Biotech SPV I, GP Ltd. (“Danish Biotech Ltd”), David Bolton (“Bolton”), and Martin Mullins (“Mullins”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Lim, Stampacchia, Paster, and Aguiar-Lucander are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. Danish Biotech Ltd is the general partner of Danish Biotech and may be deemed to beneficially own the shares held by Danish Biotech. Bolton and Mullins are the directors of Danish Biotech Ltd and may be deemed to beneficially own the shares held by Danish Biotech. Danish Biotech is a 24.4% equity holder in Egalet A/S, and Danish Biotech, Danish Biotech Ltd, Bolton and Mullins may be deemed to beneficially own the shares held by Egalet A/S. Aguiar-Lucander is a director of Egalet A/S and may be deemed to beneficially own the shares held by Egalet A/S. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | This percentage is calculated based upon 30,657,532 shares of the Common Stock outstanding as of November 4, 2014 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014. |
13G
| CUSIP NO. 28226B104 | Page 13 of 18 Pages |
Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.001 per share (“Common Stock”), of Egalet Corp. (the “Issuer”).
| Item 1(a) | Name of Issuer: |
| Item 1(b) | Address of issuer’s principal executive offices: |
Egalet Corporation
460 East Swedesford Road, Suite 1050
Wayne, PA 19078
| Items 2(a) | Name of Reporting Persons filing: |
Omega Fund IV, L.P. (“Omega Fund”)
Omega Fund IV GP, L.P. (“Omega GP”)
Omega Fund IV G.P. Manager, Ltd. (“Omega Ltd.”)
Richard Lim (“Lim”)
Otello Stampacchia (“Stampacchia”)
Renee Aguiar-Lucander (“Aguiar-Lucander”)
Anne-Mari Paster (“Paster”)
Danish Biotech SPV I P/S (“Danish Biotech”)
Danish Biotech SPV I, GP Ltd. (“Danish Biotech Ltd”)
David Bolton (“Bolton”)
Martin Mullins (“Mullins”)
| Item 2(b) | Address or principal business office or, if none, residence: |
The address of the principal business office of Omega Fund, Omega GP, Omega Ltd, Lim, Stampacchia, Aguiar-Lucander, Paster, Bolton Mullins, and Danish Biotech Ltd. is c/o IPES (Guernsey) Limited, 1 Royal Plaza, Royal Avenue, St. Peter Port, Guernsey GY 1 2HL, Channel Islands, UK. The address of the principal business office of Danish Biotech is c/o Gorrissen Federspiel Kierkegarrd, H.C. Andersens Boulevard 12, 1553 Copenhagen, Denmark.
| Item 2(c) | Citizenship: |
| Name |
Citizenship or Place of Organization | |
| Omega Fund | Cayman Islands | |
| Omega GP | Cayman Islands | |
| Omega Ltd. | Cayman Islands | |
| Lim | United States of America | |
| Stampacchia | Italy | |
| Aguiar-Lucander | Sweden | |
| Paster | United States of America | |
| Danish Biotech | Denmark | |
| Danish Biotech Ltd | Guernsey | |
| Bolton | United Kingdom | |
| Mullins | United Kingdom |
| Item 2(d) | Title of class of securities: |
Common Stock, $0.001 par value per share
| Item 2(e) | CUSIP No.: |
28226B104
13G
| CUSIP NO. 28226B104 | Page 14 of 18 Pages |
| Item 3 | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filings is a: |
Not applicable.
| Item 4 | Ownership |
The following information with respect to the ownership of Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014:
| Reporting Persons |
Shares of Common Stock Held Directly |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
Beneficial Ownership |
Percentage of Class (1) |
|||||||||||||||||||||
| Omega Fund(2)(5) |
314,574 | 0 | 314,574 | 0 | 314,574 | 314,574 | 1.0 | % | ||||||||||||||||||||
| Omega GP(2)(5) |
314,574 | 0 | 314,574 | 0 | 314,574 | 314,574 | 1.0 | % | ||||||||||||||||||||
| Omega Ltd(2)(5) |
314,574 | 0 | 314,574 | 0 | 314,574 | 314,574 | 1.0 | % | ||||||||||||||||||||
| Lim (2)(5) |
314,574 | 0 | 314,574 | 0 | 314,574 | 314,574 | 1.0 | % | ||||||||||||||||||||
| Stampacchia(2)(5) |
314,574 | 0 | 314,574 | 0 | 314,574 | 314,574 | 1.0 | % | ||||||||||||||||||||
| Aguiar-Lucander(2)(4)(5) |
1,606,781 | 0 | 1,606,781 | 0 | 1,606,781 | 1,606,781 | 5.2 | % | ||||||||||||||||||||
| Paster(2)(5) |
314,574 | 0 | 314,574 | 0 | 314,574 | 314,574 | 1.0 | % | ||||||||||||||||||||
| Danish Biotech(3)(4)(5) |
3,308,558 | 0 | 3,308,558 | 0 | 3,308,558 | 3,308,558 | 10.8 | % | ||||||||||||||||||||
| Danish Biotech Ltd(3)(4)(5) |
3,308,558 | 0 | 3,308,558 | 0 | 3,308,558 | 3,308,558 | 10.8 | % | ||||||||||||||||||||
| Bolton(3)(4)(5) |
3,308,558 | 0 | 3,308,558 | 0 | 3,308,558 | 3,308,558 | 10.8 | % | ||||||||||||||||||||
| Mullins(3)(4)(5) |
3,308,558 | 0 | 3,308,558 | 0 | 3,308,558 | 3,308,558 | 10.8 | % | ||||||||||||||||||||
| (1) | This percentage is calculated based upon 30,657,532 shares of the Common Stock outstanding as of November 4, 2014 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014. |
| (2) | Omega Fund owns 314,574 shares. Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund, and each of Omega GP and Omega Ltd may be deemed to own beneficially the shares held by Omega Fund. Lim, Stampacchia, Paster, and Aguiar-Lucander are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. |
| (3) | Danish Biotech owns 2,016,251 shares. Danish Biotech Ltd is the general partner of Danish Biotech and may be deemed to beneficially own the shares held by Danish Biotech. Bolton and Mullins are the directors of Danish Biotech Ltd and may be deemed to beneficially own the shares held by Danish Biotech. |
| (4) | Egalet A/S owns 1,292,307 shares. Danish Biotech is a 24.4% equity holder in Egalet A/S, and Danish Biotech, Danish Biotech Ltd, Bolton and Mullins may be deemed to beneficially own the shares held by Egalet A/S. Aguiar-Lucander is a director of Egalet A/S and may be deemed to beneficially own the shares held by Egalet A/S. |
| (5) | The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| 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 ( ).
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person |
If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨
13G
| CUSIP NO. 28226B104 | Page 15 of 18 Pages |
| 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.
| Item 10 | Certifications |
Not applicable.
13G
| CUSIP NO. 28226B104 | Page 16 of 18 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.
Dated: February 13, 2015
OMEGA FUND IV, L.P.
| BY: | Omega Fund IV GP, L.P |
| ITS: | GENERAL PARTNER |
| BY: | Omega Fund IV G.P. Manager, Ltd. |
| ITS: | GENERAL PARTNER |
| By: | /s/ Richard Lim | |
| Director |
OMEGA FUND IV GP, L.P
| BY: | Omega Fund IV G.P. Manager, Ltd. |
| ITS: | GENERAL PARTNER |
| By: | /s/ Richard Lim | |
| Director |
OMEGA FUND IV G.P. MANAGER, LTD.
| By: | /s/ Richard Lim | |
| Director |
| /s/ Richard Lim |
| Richard Lim |
| /s/ Otello Stampacchia |
| Otello Stampacchia |
| /s/ Renee Aguiar-Lucander |
| Renee Aguiar-Lucander |
| /s/ Anne-Mari Paster |
| Anne-Mari Paster |
DANISH BIOTECH SPV I P/S
| By: | /s/ Martin Mullins | |
| Director |
| By: | /s/ David Bolton | |
| Director |
DANISH BIOTECH SPV I, GP Ltd.
| By: | /s/ Martin Mullins | |
| Director |
Page 16
13G
| CUSIP NO. 28226B104 | Page 17 of 18 Pages |
| /s/ David Bolton |
| David Bolton |
| /s/ Martin Mullins |
| Martin Mullins |
Exhibit(s):
Exhibit 99.1: Joint Filing Statement
Page 17
13G
| CUSIP No. 31816Q 10 1 | Exhibit 99.1 |
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Stock of Egalet Corporation.
Dated: February 13, 2015
OMEGA FUND IV, L.P.
| BY: | Omega Fund IV GP, L.P |
| ITS: | GENERAL PARTNER |
| BY: | Omega Fund IV G.P. Manager, Ltd. |
| ITS: | GENERAL PARTNER |
| By: | /s/ Richard Lim | |
| Director |
OMEGA FUND IV GP, L.P
| BY: | Omega Fund IV G.P. Manager, Ltd. |
| ITS: | GENERAL PARTNER |
| By: | /s/ Richard Lim | |
| Director |
OMEGA FUND IV G.P. MANAGER, LTD.
| By: | /s/ Richard Lim | |
| Director |
| /s/ Richard Lim |
| Richard Lim |
| /s/ Otello Stampacchia |
| Otello Stampacchia |
| /s/ Renee Aguiar-Lucander |
| Renee Aguiar-Lucander |
| /s/ Anne-Mari Paster |
| Anne-Mari Paster |
DANISH BIOTECH SPV I P/S
| By: | /s/ Martin Mullins | |
| Director |
| By: | /s/ David Bolton | |
| Director |
DANISH BIOTECH SPV I, GP Ltd.
| By: | /s/ Martin Mullins | |
| Director |
| /s/ David Bolton |
| David Bolton |
| /s/ Martin Mullins |
| Martin Mullins |
Page 18