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13G Filing: Perceptive Advisors and Ocera Therapeutics Inc. (OCRX)

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
Perceptive Advisors 0 2,150,000 0 2,150,000 2,150,000 9.11%
Joseph Edelman 0 2,150,000 0 2,150,000 2,150,000 9.11%
Perceptive Life Sciences Master Fund, Ltd 0 2,038,880 0 2,038,880 2,038,880 8.63%
Joseph Edelman
Joseph Edelman
Perceptive Advisors

Page 1 of 8 – SEC Filing

UNITED
STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE
13G

Under
the Securities Exchange Act of 1934

Ocera
Therapeutics, Inc.

(Name
of Issuer)

 

Common
Stock

(Title
of Class of Securities)

 

67552A108

(CUSIP
Number)

 

March 8, 2017

(Date
of Event Which Requires Filing of this Statement)

 

Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:

 

x Rule
13d-1(b)
x Rule
13d-1(c)
o 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).

 

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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Page 2 of 8 – SEC Filing

CUSIP
No. 67552A108
13G Page
2 of 8 Pages
             
1.

names
of reporting persons

i.r.s.
identification no. of above persons (entities only)

 

Perceptive
Advisors LLC

 

2. check
the appropriate box if a group*

(a)
o

(b)
o

3.

sec
use only

 

 

4.

citizenship
or place of organization

Delaware,
United States of America

 

number
of
shares
5. sole
voting power
0
beneficially
owned by
6. shared
voting power
2,150,000
each
reporting
7. sole
dispositive power
0
person
with:
8. shared
dispositive power
2,150,000
9. aggregate
amount beneficially owned by each reporting person
2,150,000
10. check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
o 
11. percent
of class represented by amount in row (9)
9.11%
12. type
of reporting person (See Instructions)
IA

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Page 3 of 8 – SEC Filing

CUSIP
No. 67552A108
13G Page
3 of 8 Pages
1.

names of reporting
persons

i.r.s. identification no.
of above persons (entities only)

 

Joseph Edelman

2. check the appropriate box if a group*

(a)
o

(b)
o

3.

sec use only

 

4.

citizenship or place
of organization

United
States of America

number of
shares
5. sole voting power 0
beneficially
owned by
6. shared voting power 2,150,000
each
reporting
7. sole dispositive power 0
person with: 8. shared dispositive power

2,150,000

9. aggregate amount beneficially owned by each reporting person 2,150,000
10. check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
o
11. percent of class represented by amount in row (9) 9.11%
12. type of reporting person (See Instructions) IN

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Page 4 of 8 – SEC Filing

CUSIP
No. 67552A108
13G Page
4 of 8 Pages
1.

names of reporting
persons

i.r.s. identification no.
of above persons (entities only)

 

Perceptive Life
Sciences Master Fund, Ltd.

2. check the appropriate box if a group*

(a)
o

(b)
o

3.

sec use only

 

4.

citizenship or place
of organization

Cayman
Islands

number of
shares
5. sole voting power 0
beneficially
owned by
6. shared voting power

2,038,880

each
reporting
7. sole dispositive power 0
person with: 8. shared dispositive power

2,038,880

9. aggregate amount beneficially owned by each reporting person

2,038,880

10. check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
o
11. percent of class represented by amount in row (9)

8.63%

12. type of reporting person (See Instructions)

CO

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Page 5 of 8 – SEC Filing

CUSIP
No. 67552A108
13G Page
5 of 8 Pages
       
Item 1.


(a) Name of Issuer:

Ocera
Therapeutics, Inc.



(b) Address
of Issuer’s Principal Executive Offices:

525 University Avenue, Suite 610

Palo Alto, California 94301

 
Item 2.
(a) Name of Person Filing:

This
Schedule 13G (the “Schedule”) is being filed with respect to shares of Common
Stock (as defined below) of Ocera Therapeutics, Inc. (
the
“Issuer”) which are beneficially owned by Perceptive Advisors LLC, Joseph
Edelman and Perceptive Life Sciences Master Fund, Ltd. (together, the “Reporting
Persons”). See Item 4 below.

(b) Address
of Principal Business Office or, if none, Residence:

51 Astor Place, 10th Floor

New York, NY 10003

(c) Citizenship:

Perceptive Advisors LLC is a Delaware limited liability company, Perceptive Life Sciences Master Fund, Ltd.
is a Cayman Islands corporation and Joseph Edelman is a United States Citizen.

(d) Title of Class of Securities: Common
Stock
(e) CUSIP Number:

67552A108

             
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) o
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
  (b) o Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
  (c) o
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
  (d) o Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
  (e) x An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
  (f) o An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
  (g) o A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
  (h) o A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i) o 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) o Group,
in accordance with §240.13d-1(b)(1)(ii)(J).

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Page 6 of 8 – SEC Filing

CUSIP
No. 67552A108
13G Page
6 of 8 Pages

 

Item
4.
Ownership.

 

Provide the following
information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

           
  (a) Amount
beneficially owned:

Perceptive
Advisors LLC and Joseph Edelman beneficially own 2,150,000
shares of Common Stock, 2,038,880 of which are held by Perceptive Life Sciences
Master Fund Ltd, a private investment fund (the “Fund”) to which Perceptive
Advisors LLC serves as the investment manager, and 111,120 of which are held in a trading
account (the “Account”) to which Perceptive Advisors LLC serves as the investment
manager. Mr. Edelman is the managing member of Perceptive Advisors LLC.

       
  (b) Percent
of class:

Perceptive
Advisors LLC’s and Joseph Edelman’s beneficial ownership of 9.11%, and Perceptive
Life Sciences Master Fund Ltd’s beneficial ownership of 8.63%, is based on the
sum of 23,600,242 shares of Common Stock as reflected on the Issuer’s 10-K filed
with the SEC on March 14, 2017.

       
  (c) Number
of shares as to which the person has:
Perceptive
Advisors LLC and Joseph Edelman
       
    (i) Sole
power to vote or to direct the vote:
0
    (ii) Shared
power to vote or to direct the vote:
2,150,000
    (iii) Sole
power to dispose or to direct the disposition of:
0
    (iv) Shared
power to dispose or to direct the disposition of:
2,150,000
         
    Perceptive
Life Sciences Master Fund Ltd:
 
         
    (i) Sole
power to vote or to direct the vote:  
0
    (ii) Shared
power to vote or to direct the vote:

2,038,880

    (iii) Sole
power to dispose or to direct the disposition of:
0
    (iv) Shared
power to dispose or to direct the disposition of:

2,038,880

             
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: o.

Item
6.
Ownership of More Than Five
Percent on Behalf of Another Person.

The Fund and the Account described
in Item 4 have the right to receive or the power to direct the receipt of dividends from, or the proceeds from, the sale of the
securities held in its account. Filing of this statement by the Reporting Persons shall not be deemed an admission that they beneficially
own the securities reported herein. The Reporting Persons expressly disclaim beneficial ownership of all securities reported herein.

Item 7. Identification
and Classification of the Subsidiary which Acquired the Security Being Reported on by
the Parent Holding Company or Control Person.

 

Not applicable.

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Page 7 of 8 – SEC Filing

CUSIP
No. 67552A108
13G Page
7 of 8 Pages
Item 8. Identification and
Classification of Members of the Group.
   
Not applicable.
   
Item 9. Notice of Dissolution of Group.
   
Not applicable.
Item 10. Certification.
     

The
following certification shall be included if the statement is filed pursuant to §240.13d-1(b)
with respect to Perceptive Advisors LLC:

   
  (a) By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and 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. x
   

The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c)
with respect to Joseph Edelman:

   
  (b) 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.
x
   

The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c)
with respect to Perceptive Life Sciences Master Fund Ltd:

   
  (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.
x

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Page 8 of 8 – SEC Filing

CUSIP
No. 67552A108
13G Page
8 of 8 Pages

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.

 

 

April 17, 2017

  Date
   
  PERCEPTIVE ADVISORS LLC
   
  /s/
Joseph Edelman
  Signature
   
  Joseph
Edelman/Managing Member
  Name/Title
   
 

April 17, 2017

  Date
   
 

PERCEPTIVE
LIFE SCIENCES MASTER FUND LTD

   
 

/s/
Joseph Edelman

  Signature
   
 

Joseph Edelman/Managing
Member

   
 

April 17, 2017

  Date
   
  /s/
Joseph Edelman
  Signature
   
  Joseph
Edelman
  Name/Title

 

The original
statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing
person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided,
however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

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 for whom copies are to be sent.

 

Attention: Intentional misstatements
or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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