4//SEC Filing
BAUPOST GROUP LLC/MA 4
Accession 0001567619-18-007897
CIK 0001114220other
Filed
Dec 12, 7:00 PM ET
Accepted
Dec 13, 4:02 PM ET
Size
15.9 KB
Accession
0001567619-18-007897
Insider Transaction Report
Form 4
BAUPOST GROUP LLC/MA
10% Owner
Transactions
- Award
Common Stock
2018-12-11$4.63/sh+35,582,335$164,746,211→ 61,374,013 total(indirect: See footnote 1 and 2) - Award
Common Stock
2018-12-11+4,000,000→ 65,374,013 total(indirect: See footnote 1 and 2) - Disposition to Issuer
Common Stock
2018-12-12−65,374,013→ 0 total(indirect: See footnote 1 and 2) - Exercise/Conversion
Zero Coupon Senior Convertible Notes due 2021
2018-12-11→ 0 total(indirect: See footnote 1 and 2)Exercise: $4.63From: 2018-05-09Exp: 2021-10-15→ Common Stock (35,582,335 underlying)
Baupost Group GP, L.L.C.
10% Owner
Transactions
- Award
Common Stock
2018-12-11$4.63/sh+35,582,335$164,746,211→ 61,374,013 total(indirect: See footnote 1 and 2) - Award
Common Stock
2018-12-11+4,000,000→ 65,374,013 total(indirect: See footnote 1 and 2) - Disposition to Issuer
Common Stock
2018-12-12−65,374,013→ 0 total(indirect: See footnote 1 and 2) - Exercise/Conversion
Zero Coupon Senior Convertible Notes due 2021
2018-12-11→ 0 total(indirect: See footnote 1 and 2)Exercise: $4.63From: 2018-05-09Exp: 2021-10-15→ Common Stock (35,582,335 underlying)
KLARMAN SETH A
10% Owner
Transactions
- Award
Common Stock
2018-12-11$4.63/sh+35,582,335$164,746,211→ 61,374,013 total(indirect: See footnote 1 and 2) - Award
Common Stock
2018-12-11+4,000,000→ 65,374,013 total(indirect: See footnote 1 and 2) - Disposition to Issuer
Common Stock
2018-12-12−65,374,013→ 0 total(indirect: See footnote 1 and 2) - Exercise/Conversion
Zero Coupon Senior Convertible Notes due 2021
2018-12-11→ 0 total(indirect: See footnote 1 and 2)Exercise: $4.63From: 2018-05-09Exp: 2021-10-15→ Common Stock (35,582,335 underlying)
Footnotes (4)
- [F1]This statement on Form 4 is being jointly filed by The Baupost Group, L.L.C. ("Baupost"), Baupost Group GP, LLC ("Baupost GP") and Seth A. Klarman ("Mr. Klarman") (collectively, the "Reporting Persons"). Baupost is a registered investment adviser. The principal business of Baupost is to act as an investment adviser to various private investment limited partnerships. Baupost GP, as the manager of Baupost, and Mr. Klarman, as the sole managing member of Baupost GP and a controlling person of Baupost, may be deemed to have beneficial ownership under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of the securities beneficially owned by Baupost. Securities reported on this Form 4 as being beneficially owned by Baupost were purchased on behalf of certain of such partnerships.
- [F2](Continued from footnote 1) The Reporting Persons disclaim beneficial ownership of the securities indicated except to the extent of their pecuniary interest therein, and the reporting herein of such securities shall not be construed as an admission that the Reporting Persons are the beneficial owners thereof for purposes of Section 16 of the Exchange Act or for any other purpose.
- [F3]Pursuant to the terms of the Notes Conversion Agreement, dated as of June 28, 2018, by and among Keryx Biopharmaceuticals, Inc., Baupost Group Securities, L.L.C. and, with respect to certain sections only, Akebia Therapeutics, Inc., Baupost Group Securities, L.L.C. agreed to convert its Zero Coupon Senior Convertible Notes due 2021 pursuant to the terms of the governing indenture in exchange for, among other things, the receipt of 4,000,000 share of Common Stock.
- [F4]Pursuant to the terms of the Merger Agreement, dated as of June 28, 2018, by and among Keryx Biopharmaceuticals, Inc., Akebia Therapeutics, Inc. and Alpha Therapeutics Merger Sub Inc., upon the closing of the Merger specified therein, all shares of Common Stock held by the Reporting Persons (including all shares of Common Stock issued pursuant to the terms of the Notes Conversion Agreement) converted into common stock, par value $0.00001 per share, of Akebia Therapeutics, Inc.
Documents
Issuer
KERYX BIOPHARMACEUTICALS INC
CIK 0001114220
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001061768
Filing Metadata
- Form type
- 4
- Filed
- Dec 12, 7:00 PM ET
- Accepted
- Dec 13, 4:02 PM ET
- Size
- 15.9 KB