13D Filing: Gl Partners Capital Management Ltd and Sciclone Pharmaceuticals Inc (SCLN)

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

Schedule
13D

Under the Securities Exchange Act of
1934
(Amendment No. 8)*

Information to be Included in Statements
Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)

If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are
to be sent.

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).

1. Percentage calculated based on 51,790,347
shares of Common Stock issued and outstanding as of May 26, 2017, as provided by the Company.

1. Percentage calculated based on 51,790,347
shares of Common Stock issued and outstanding as of May 26, 2017, as provided by the Company.

1. Percentage calculated based on 51,790,347
shares of Common Stock issued and outstanding as of May 26, 2017, as provided by the Company.

1. Percentage calculated based on 51,790,347
shares of Common Stock issued and outstanding as of May 26, 2017, as provided by the Company.

1. Percentage calculated based on 51,790,347
shares of Common Stock issued and outstanding as of May 26, 2017, as provided by the Company.

1. Percentage calculated based on 51,790,347
shares of Common Stock issued and outstanding as of May 26, 2017, as provided by the Company.

INTRODUCTORY NOTE

This amendment No.
8 (this “Amendment No. 8”) relates to the common stock, par value $0.001 each (the “Common Stock”), issued
by SciClone Pharmaceuticals, Inc., a Delaware Corporation (the “Company”). This Amendment No. 8 is being filed jointly
by GL Trade Investment Limited (“GL Trade”), GL China Opportunities Fund L.P. (“GL Fund”), GL Capital Management
GP L.P. (“GL Capital”), GL Capital Management GP Limited (“GL Management”), GL Partners Capital Management
Limited (“GL Partners”), and Mr. Zhenfu Li (collectively, the “Reporting Persons”) pursuant to their Joint
Filing Agreement dated as of November 19, 2012, filed with the Schedule 13D as Exhibit 99.1 and incorporated herein by reference.

This Amendment No.
8 amends and supplements the statement on the Schedule 13D filed on November 19, 2012, November 21, 2013, August 17, 2015, August
21, 2015, February 9, 2016, February 22, 2016, November 14, 2016 and February 17, 2017, respectively (the “Schedule 13D”),
on behalf of the Reporting Persons with the United States Securities and Exchange Commission. Except as provided herein, this Amendment
No. 8 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not defined herein
have the meanings assigned to them in the Schedule 13D.

Item 3 of the Schedule
13D is hereby supplemented as follows:

Pursuant to an agreement
and plan of merger, dated June 7, 2017 (the “Merger Agreement”), by and among the Company, Silver Biotech Investment
Limited, a company incorporated under the laws of the Cayman Islands (“Holdco”), and Silver Delaware Investment Limited,
a Delaware corporation and wholly-owned subsidiary of Holdco (“Merger Sub”), Merger Sub will be merged with and into
the Company, with the Company continuing as the surviving corporation and a controlled subsidiary of Holdco (the “Merger”).
The descriptions of the Merger Agreement and Merger set forth in Item 4 below are incorporated by reference in their entirety into
this Item 3. The information disclosed in this paragraph does not purport to be complete and is qualified in its entirety by reference
to the Merger Agreement, a copy of which is filed as Exhibit 4 as is incorporated herein by reference in its entirety.

It is anticipated that,
at a price of US$11.18 in cash per share of Common Stock, approximately US$552 million will be required for (i) purchasing all
of the outstanding Common Stocks of the Company that is not beneficially owned by GL Trade (the “Rollover Holder”) and
(ii) paying for outstanding stock options, restricted share units and performance restricted share units issued by the Company.

It is
anticipated that the funding for the transactions contemplated by the Merger Agreement, including the Merger, will be
provided by a combination of equity and debt financing, together with the Company’s available cash. Equity financing
will be provided in the form of cash by GL China Opportunities Fund II L.P., a limited partnership organized under the laws
of the Cayman Islands, GL China Opportunities Fund II (Canada) L.P., a limited partnership registered in Canada
(collectively, the “GL Sponsor”), Bank of China Group Investment Limited, a company incorporated under the laws
of Hong Kong, CDH Fund V, L.P., a limited partnership organized under the laws of the Cayman Islands, Ascendent Capital
Partners II, L.P., a limited partnership organized under the laws of the Cayman Islands, and Mr. Weihang Zhu, a citizen of
the People’s Republic of China (collectively with the GL Sponsor, the “Sponsors”) pursuant to the terms of
equity commitment letters, dated as of June 7, 2017 (the “Equity Commitment Letters”), delivered to Holdco by
each of the Sponsors. Debt financing will be provided by China Minsheng Banking Corp., Ltd. (the “Lender”) in the
form of term loan facilities pursuant to a debt commitment letter, dated as of May 29, 2017 (the “Debt Commitment
Letter”). Under the terms and subject to the conditions set forth in the Debt Commitment Letter, the Lender will
provide a term loan facility in an aggregate amount of up to approximately US$220 million to Merger Sub and Holdco. Under the
terms and subject to the conditions set forth in the Equity Commitment Letters, the Sponsors will collectively provide equity
financing of an aggregate amount up to approximately US$261 million to Holdco. The information disclosed in this paragraph
does not purport to be complete and is qualified in its entirety by reference to the Debt Commitment Letter and the Equity
Commitment Letters, copies of which are filed as Exhibits 5 through Exhibit 10, and are incorporated herein by reference in
its entirety.

Concurrently with the
execution of the Merger Agreement, the Rollover Holder entered into a rollover agreement (the “Rollover Agreement”)
with Silver Biotech Holdings Limited (“Topco”) and Holdco. Pursuant to the Rollover Agreement, the Rollover Holder
agreed that, immediately prior to the effective time of the Merger, it will contribute to Holdco an aggregate of 4,750,116 shares
of the Common Stock (the “Rollover Shares”) in exchange for the same amount of newly issued ordinary shares of Topco.
The information disclosed in this paragraph is qualified in its entirety by reference to the Rollover Agreement, a copy of which
is filed as Exhibit 11 and is incorporated herein by reference in its entirety.

Item 4 of the Schedule
13D is hereby supplemented as follows:

On June 7, 2017, GL
Management, Bank of China Group Investment Limited, Avengers Limited, Ascendent Silver (Cayman)
Limited and Boying Investments Limited (each a “Consortium Member” and collectively, the “Consortium Members”) entered into an amended
and restated consortium agreement (the “Restated Consortium Agreement”). By execution and delivery of the Restated
Consortium Agreement, Ascendent Silver (Cayman) Limited joined the Consortium, and, after June 7, 2017, References to “Consortium”
shall include Ascendent Silver (Cayman) Limited. Further, pursuant to the Restated Consortium Agreement, the Consortium Members
agreed among other things to (i) work exclusively with each other in connection with the Acquisition until the earlier of (x) the
one-year anniversary of the date of the Restated Consortium Agreement and (y) the date on which the Restated Consortium Agreement
is terminated; and (ii) share the costs and expenses incurred by the Consortium in connection with the Acquisition. The information
disclosed in this paragraph is qualified in its entirety by reference to the Restated Consortium Agreement, a copy of which is
filed as Exhibit 12 and is incorporated herein by reference in its entirety.

Ascendent Silver (Cayman)
Limited, incorporated in the Cayman Islands, is controlled by Ascendent Capital Partners, a private equity investment management
firm focused on Greater China-related investment opportunities, managing capital for globally renowned institutional investors
including sovereign wealth funds, endowments, pensions, foundations and fund-of-funds. Ascendent aims to provide influential and
informed capital to help portfolio companies achieve greater value, while generating the highest quality risk-adjusted returns
for its investors. Ascendent is managed by a team with extensive experience in executing innovative and groundbreaking private
equity investments in Greater China.

Pursuant to the Merger
Agreement, at the effective time of the Merger, each share of Common Stock issued and outstanding (other than
(i) shares held by the Company, Holdco or Merger Sub or any direct or indirect wholly-owned subsidiary of either the Company or
Holdco, including the Rollover Shares and (ii) shares with respect to which the holder thereof shall have perfected and not withdrawn
a demand for, and have not lost, appraisal rights pursuant to the General Corporation Law of the State of Delaware (the “DGCL”)
as to appraisal rights) shall be converted into the right to receive US$11.18 in cash per share, without interest (the “Merger
Consideration”).

The consummation of
the Merger is subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, including the
approval of the Merger Agreement and the transactions contemplated thereby by the holders of at least a majority of the outstanding
shares of the Common Stock entitled to vote in accordance with the DGCL. The Merger Agreement may be terminated by the Company
or Holdco under certain circumstances.

If the Merger is consummated,
shares of the Common Stock will no longer be traded on the NASDAQ Global Select Market, the shares of the Common Stock will cease
to be registered under Section 12 of the Exchange Act, and the Company will be privately held by Holdco. The information disclosed
in this paragraph and the preceding two paragraphs is qualified in its entirety by reference to the Merger Agreement, which is
incorporated herein by reference in its entirety.

Concurrently with the
execution of the Merger Agreement, the Rollover Holder, being the beneficial owner of 4,750,116 shares of the Common Stock, entered
into a voting and support agreement (the “Voting and Support Agreement”) with the Company, pursuant to which the Rollover
Holder has agreed to vote its shares of the Common Stock in favor of the adoption of the Merger Agreement and approval of the transactions
contemplated by the Merger Agreement, including the Merger. The information disclosed in this paragraph is qualified in its entirety
by reference to the Voting and Support Agreement, a copy of which has been filed as Exhibit 13, and is incorporated herein by reference
in its entirety.

Concurrently with the
execution of the Merger Agreement, Holdco, Company and Computershare Trust Company, N.A. (the “Escrow Agent”) entered
into an escrow agreement (the “Escrow Agreement”). Pursuant to the Escrow Agreement, Holdco caused 646,942 share of
Common Stock, each valued at the Merger Consideration, to be deposited with the Escrow Agent, and agreed to make a further deposit
of approximately $24 million in cash within 21 calendar days of the execution of the Merger Agreement, in order to secure the reverse
termination fee that may become payable by Holdco to the Company. The information disclosed in this paragraph is qualified in its
entirety by reference to the Escrow Agreement, a copy of which has been filed as Exhibit 14, and is incorporated herein by reference
in their entirety.

Other than described
in Item 3 and Item 4 above, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions
specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time,
formulate other purposes, plans or proposals regarding the Company, or any other actions that could involve one or more of the
types of the transactions that have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 6 of the Schedule
13D is hereby supplemented as follows:

The descriptions in
Item 3 and Item 4 are incorporated herein by reference. The summaries of certain provisions of the agreements in this statement
on Schedule 13D are not intended to be complete and are qualified in their entirety by reference to the full text of such agreements.

To the best of the
knowledge of the Reporting Persons, except as provided herein, there are no contracts, arrangements, understandings or relationships
(legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, or the giving or withholding of proxies, between any of the
Reporting Persons, and any other person, with respect to any securities of the Company, including any securities pledged or otherwise
subject to a contingency the occurrence which would give another person voting power or investment power over such securities other
than standard default and similar provisions contained in loan agreements.

Item 7 of the Schedule
13D is hereby supplemented as follows:

SIGNATURE

After reasonable inquiry and to the best
of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: June 8, 2017