13D Filing: Farallon Capital and Nexvet Biopharma PLC (NVET)

Page 26 of 68

Page 26 of 68 – SEC Filing

Partner is to act as the general partner of FCAAI. The principal business of the FSSP VI General Partner is to act as the general partner of FSSP VI. The principal business of each of the Farallon Individual Reporting Persons is set forth in Annex 1 hereto.
(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The citizenship of each of the Farallon SPVs, the Farallon General Partner, the NSSP General Partner, the Management Company, the FCAAI General Partner and the FSSP VI General Partner is set forth above.  Each of the Farallon Individual Reporting Persons, other than Spokes, is a citizen of the United States.  Spokes is a citizen of the United Kingdom.
The other information required by Item 2 relating to the identity and background of the Reporting Persons is set forth in Annex 1 hereto.
Item 4. Purpose of Transaction
The disclosure set forth in Item 6 below is hereby incorporated by reference in this Item 4.  Item 4 is amended and restated in its entirety as follows:
The purpose of the acquisition of the Ordinary Shares is for investment.  One of the Farallon Individual Reporting Persons, Patel, is a non-executive member of the Company’s board of directors.
Although no Reporting Person has any specific plan or proposal to acquire, transfer or dispose of Ordinary Shares or other securities of the Company, consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Ordinary Shares or other securities of the Company or (subject to the terms of the Deeds, as defined and described in Item 6 below) transfer or dispose of any or all of its Ordinary Shares or other securities of the Company, depending in any case upon an ongoing evaluation of the Reporting Persons’ investment in the Ordinary Shares and/or such other securities, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons and/or other investment considerations.  Except for the restrictions on transferring Ordinary Shares and Warrants set forth in the Deeds, none of the Reporting Persons has made a determination regarding a maximum or minimum number of Ordinary Shares or other securities of the Company which it may hold at any point in time.
Consistent with their investment intent, certain Reporting Persons or their representatives may engage in communications regarding the Company with other persons, including, without limitation, one or more shareholders of the Company, one or more officers of the Company and/or one or more members of the board of directors of the Company.  Such communications may relate, without limitation, to the Company’s strategy, operations, capital structure and/or any current or future initiatives that may be proposed or adopted by the Company’s management or board of directors, including, without limitation, the proposed

Follow Nexvet Biopharma Plc (NASDAQ:NVET)

Page 26 of 68