UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

 

 

Recro Pharma, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01

(Title of Class of Securities)

 

75629F109

(CUSIP Number)

 

August 26, 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)

 

x Rule 13d-1(c)

 

¨ 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. 75629F109

 

1.	Names of Reporting Persons       Avet Capital Partners Master Fund, LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)     x (b)     o
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      387,100
	6.	SHARED VOTING POWER      0
	7.	SOLE DISPOSITIVE POWER     387,100
	8.	SHARED DISPOSITIVE POWER     0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   387,100
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.	Percent of Class Represented by Amount in Row (9)   5.0%
12.	Type of Reporting Person (See Instructions)       PN

 

_________________

 

*

Ownership information above is as of September 4, 2014, the date of filing of this Schedule 13G.

 

  

CUSIP No. 75629F109

 

1.	Names of Reporting Persons       Avet Capital Management, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)     x (b)     o
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      387,100
	6.	SHARED VOTING POWER      0
	7.	SOLE DISPOSITIVE POWER     387,100
	8.	SHARED DISPOSITIVE POWER     0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   387,100
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
11.	Percent of Class Represented by Amount in Row (9)   5.0%
12.	Type of Reporting Person (See Instructions)       OO

 

_________________

 

*

Ownership information above is as of September 4, 2014, the date of filing of this Schedule 13G.

 

  

CUSIP No. 75629F109

 

1.	Names of Reporting Persons       Avet Capital GP, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)     x (b)     o
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      387,100
	6.	SHARED VOTING POWER      0
	7.	SOLE DISPOSITIVE POWER     387,100
	8.	SHARED DISPOSITIVE POWER     0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   387,100
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
11.	Percent of Class Represented by Amount in Row (9)   5.0%
12.	Type of Reporting Person (See Instructions)       OO

 

_________________

 

*

Ownership information above is as of September 4, 2014, the date of filing of this Schedule 13G.

 

  

CUSIP No. 75629F109

 

1.	Names of Reporting Persons       Norbert Gottesman
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)     x (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      393,100
	6.	SHARED VOTING POWER      0
	7.	SOLE DISPOSITIVE POWER     393,100
	8.	SHARED DISPOSITIVE POWER     0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   393,100
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
11.	Percent of Class Represented by Amount in Row (9)   5.1%
12.	Type of Reporting Person (See Instructions)       IN

 

_________________

 

*

Ownership information above is as of September 4, 2014, the date of filing of this Schedule 13G.

 

 

Item 1.

 

(a)

The name of the issuer is Recro Pharma, Inc. (the “Issuer”).

 

(b)

The principal executive offices of the Issuer are located at 490 Lapp Road, Malvern, PA 19355.

 

Item 2.

 

(a)

This statement (this “Statement”) is being filed by: (1) Avet Capital Partners Master Fund, LP, a Cayman Islands exempted limited partnership (the “Fund”); (2) Avet Capital Management, LLC, a Delaware limited liability company (the “Investment Manager”); (3) Avet Capital GP, LLC, a Delaware limited liability company (the “General Partner”); and (4) Norbert Gottesman (all of the foregoing, collectively, the “Filers”). The Fund is a private investment vehicle and directly owns all of the shares reported in this Statement (other than 6,000 shares owned directly by Mr. Gottesman). The Investment Manager is the investment manager to the Fund. The General Partner is the general partner of the Fund. Mr. Gottesman is Managing Member of the Investment Manager and the General Partner and is the Portfolio Manager for the Fund. The Investment Manager, the General Partner and Mr. Gottesman may be deemed to beneficially own the shares owned directly by the Fund. Each Filer disclaims beneficial ownership with respect to any shares other than those owned directly by such Filer.

 

(b)

The principal business office of the Filers is 1 Penn Plaza, Suite 5320, New York, NY 10119.

 

(c)

For citizenship information see Item 4 of the cover page of each Filer.

 

(d)

This Statement relates to the Common Stock, par value $0.01 per share, of the Issuer (the “Common Stock”).

 

(e)

The CUSIP Number of the Common Stock is 75629F109.

 

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)

¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

¨ An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);

(f)

¨ An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);

(g)

¨ A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);

(h)

¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

¨ 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)

¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)

¨ 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: ______________________

 

 

Item 4. Ownership.

 

See Items 5-9 and 11 on the cover page for each Filer, and Item 2, which information is given as of September 4, 2014, the date of filing of this Statement. As of the Event Date of August 26, 2014, the Fund directly owned 382,421 shares of Common Stock and Mr. Gottesman directly owned 6,000 shares of Common Stock, collectively amounting to 388,421 shares of Common Stock and representing 5.0% of all of the outstanding shares of Common Stock. The percentage ownership of each Filer is based on 7,707,600 shares of Common Stock outstanding as of August 12, 2014, as reported by the Issuer in its Form 10-Q filed on August 12, 2014.

 

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.

 

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

See Exhibit 1.

 

Item 9. Notice of Dissolution of Group.

 

Not applicable.

 

 

Item 10. Certification.

 

(a)

Not applicable.

 

(b)

Not applicable.

 

(c)

By signing below I certify that, to the best of my 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.

 

 

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: September 4, 2014

 

Norbert Gottesman

Avet Capital Management, LLC

Avet Capital GP, LLC

Avet Capital Partners Master Fund, LP

 

 

By:   /s/ Norbert Gottesman                           

Norbert Gottesman, for himself and
as Managing Member of the
Investment Manager and the General
Partner (for itself and the Fund)

 

 

EXHIBIT INDEX

 

Exhibit No.

Document

 

1

Joint Filing Agreement

 

 

Exhibit 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Recro Pharma, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement.

 

Dated: September 4, 2014

 

Norbert Gottesman

Avet Capital Management, LLC

Avet Capital GP, LLC

Avet Capital Partners Master Fund, LP

 

 

By:   /s/ Norbert Gottesman                          

Norbert Gottesman, for himself and
as Managing Member of the
Investment Manager and the General
Partner (for itself and the Fund)