13G Filing: Highbridge Capital Management and Egalet Corp (EGLT)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Highbridge Capital Management 0 4,120,800 0 4,120,800 4,120,800 9.58%
Highbridge International 0 4,120,800 0 4,120,800 4,120,800 9.58%

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Page 1 of 8 – SEC Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

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

Egalet Corporation

(Name of Issuer)

Common Stock,
par value $0.001 per share

(Title of Class of Securities)

28226B104

(CUSIP Number)

July 6, 2017

(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
(Page 1 of 8 Pages)

______________________________

*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).

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Page 2 of 8 – SEC Filing

1

NAMES OF REPORTING PERSONS

Highbridge Capital Management, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

4,120,800 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

4,120,800 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,120,800 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.58%

12

TYPE OF REPORTING PERSON

IA, OO

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Page 3 of 8 – SEC Filing

1

NAMES OF REPORTING PERSONS

Highbridge International LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands, British West Indies

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

4,120,800 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

4,120,800 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,120,800 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.58%

12

TYPE OF REPORTING PERSON

OO

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Page 4 of 8 – SEC Filing

Item 1(a). NAME OF ISSUER:
The name of the issuer is Egalet Corporation (the “Company“).
Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
The Company’s principal executive offices are located at 600 Lee Road, Suite 100, Wayne, Pennsylvania 19087.
Item 2(a). NAME OF PERSON FILING:
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Item 2(c). CITIZENSHIP:
This statement is filed by:
(i)

Highbridge Capital Management, LLC

40 West 57th Street, 32nd Floor

New York, New York 10019

Citizenship: State of Delaware

(ii)

Highbridge International LLC

c/o Highbridge Capital Management, LLC

40 West 57th Street, 32nd Floor

New York, New York 10019

Citizenship: Cayman Islands

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”
Item 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.001 per share (the “Common Stock“).
Item 2(e). CUSIP NUMBER:
28226B104
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) ¨ Broker or dealer registered under Section 15 of the Act,
(b) ¨ Bank as defined in Section 3(a)(6) of the Act,
(c) ¨ Insurance Company as defined in Section 3(a)(19) of the Act,
(d) ¨ Investment Company registered under Section 8 of the Investment Company Act of 1940,

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Page 5 of 8 – SEC Filing

(e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) ¨ Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
(g) ¨ Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
(h) ¨ Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
(i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please

specify the type of institution: __________________________________________

Item 4. OWNERSHIP.

(a)       Amount
beneficially owned:

As of the date hereof, (i) Highbridge International
LLC may be deemed to beneficially own 4,120,800 shares of Common Stock and (ii) Highbridge Capital Management, LLC, as the trading
manager of Highbridge International LLC, may be deemed to be the beneficial owner of 4,120,800 shares of Common Stock held by Highbridge
International LLC.

(b)       Percent
of class:

The percentages used herein and in the rest
of this Schedule 13G are calculated based upon 43,002,650 shares of Common Stock reported to be outstanding in the Company’s Prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) on July 7, 2017 after giving effect to the completion
of the offering, as described therein. Therefore, as of the date hereof based on the outstanding shares of Common Stock, (i) Highbridge
International LLC may be deemed to beneficially own approximately 9.58% of the outstanding shares of Common Stock of the Company
and (ii) Highbridge Capital Management, LLC may be deemed to beneficially own approximately 9.58% of the outstanding shares of
Common Stock of the Company.

The foregoing should not be construed in and of itself as an admission
by any Reporting Person as to beneficial ownership of the shares of Common Stock held by Highbridge International LLC.

 

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Page 6 of 8 – SEC Filing

(c)       Number of
shares as to which such person has:

(i)       Sole
power to vote or to direct the vote

0

(ii)       Shared
power to vote or to direct the vote

See Item 4(a)

(iii)       Sole
power to dispose or to direct the disposition of

0

(iv)       Shared
power to dispose or to direct

the disposition of

See Item 4(a)

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
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.
Not applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
Item 10. CERTIFICATION.
Each Reporting Person hereby makes the following certification:
By signing below the Reporting Person certifies that, to the best of its 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.

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Page 7 of 8 – SEC Filing

SIGNATURES

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

DATED: July 17, 2017

HIGHBRIDGE CAPITAL MANAGEMENT, LLC

By: /s/ John Oliva                                        

Name: John Oliva

Title: Managing Director

HIGHBRIDGE INTERNATIONAL LLC

By: Highbridge Capital Management, LLC

its Trading Manager

By: /s/ John Oliva                                        

Name: John Oliva

Title: Managing Director

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Page 8 of 8 – SEC Filing

EXHIBIT 1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement
on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule
13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The
undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy
of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information
is inaccurate.

DATED: July 17, 2017

HIGHBRIDGE CAPITAL MANAGEMENT, LLC

By: /s/ John Oliva                                        

Name: John Oliva

Title: Managing Director

HIGHBRIDGE INTERNATIONAL LLC

By: Highbridge Capital Management, LLC

   its Trading Manager

By: /s/ John Oliva                                        

Name: John Oliva

Title: Managing Director

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