Dennis Purcell‘s Aisling Capital has sold off nearly 1.00 million shares of Cempra Inc (NASDAQ:CEMP) since the end of December according to a new 13D filing. Cempra has been one of Mr. Purcell’s top holdings since the middle of 2014 and the position has been a rewarding one for the investor, with shares having advanced by about 48% since then. Nonetheless, they are well off their highs from July 2015, when they topped $45 briefly, having fallen by 62% since then. Mr. Purcell did sell about one-third of his holding in the second quarter of 2015, when shares were over 100% higher than they are today. Aisling Capital now holds 1.23 million shares of Cempra.
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 |
|---|---|---|---|---|---|---|
| Aisling Capital II | 1,232,278 | 0 | 1,232,278 | 0 | 1,232,278 | 2.6% |
| Aisling Capital Partners | 1,232,278 | 0 | 1,232,278 | 0 | 1,232,278 | 2.6% |
| Aisling Capital Partners | 1,232,278 | 0 | 1,232,278 | 0 | 1,232,278 | 2.6% |
| Steve Elms | 3,819 | 1,232,278 | 3,819 | 1,232,278 | 1,236,097 | 2.6% |
| Dennis Purcell | 7,390 | 1,232,278 | 7,390 | 1,232,278 | 1,239,668 | 2.6% |
| Andrew Schiff | 382 | 1,232,278 | 382 | 1,232,278 | 1,232,660 | 2.6% |
Page 1 of 9 SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)*
Cempra, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
15130J 109
(CUSIP Number)
Lloyd Appel
Aisling Capital
888 Seventh Avenue, 12th Floor
New York, NY 10106
(212) 651-6380
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 7, 2016
(Date of Event which Requires Filing of this Statement)
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 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 disclosures provided in a prior cover page.
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 (the “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 9 SEC Filing
| CUSIP No. 15130J 109 | SC 13D | Page 2 of 11 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Aisling Capital II, LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) x |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,232,278 (including 39,218 shares of the Issuer’s common stock issuable upon the exercise of preferred share purchase warrants expiring on August 5, 2018 (the “Warrants”)) |
| 8 | SHARED VOTING POWER 0 | |
| 9 | SOLE DISPOSITIVE POWER 1,232,278 | |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,232,278 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6%(1) | |
| 14 | TYPE OF REPORTING PERSON PN |
| (1) | Based on 48,169,733 shares of the Issuer’s common stock issued and outstanding as of February 18, 2016, as reported in the Issuer’s annual report on Form 10-K filed with the Securities Exchange Commission (the “SEC”) on February 25, 2016. |
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Page 3 of 9 SEC Filing
| CUSIP No. 15130J 109 | SC 13D | Page 3 of 11 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Aisling Capital Partners, LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) x |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,232,278 (including 39,218 shares of the Issuer’s common stock issuable upon the exercise of the Warrants) |
| 8 | SHARED VOTING POWER 0 | |
| 9 | SOLE DISPOSITIVE POWER 1,232,278 | |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,232,278 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% | |
| 14 | TYPE OF REPORTING PERSON PN |
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Page 4 of 9 SEC Filing
| CUSIP No. 15130J 109 | SC 13D | Page 4 of 11 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Aisling Capital Partners LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) x |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,232,278 (including 39,218 shares of the Issuer’s common stock issuable upon the exercise of the Warrants) |
| 8 | SHARED VOTING POWER 0 | |
| 9 | SOLE DISPOSITIVE POWER 1,232,278 | |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,232,278 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% | |
| 14 | TYPE OF REPORTING PERSON OO |
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Page 5 of 9 SEC Filing
| CUSIP No. 15130J 109 | SC 13D | Page 5 of 11 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Steve Elms | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) x |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 3,819 |
| 8 | SHARED VOTING POWER 1,232,278 (including 39,218 shares of the Issuer’s common stock issuable upon the exercise of the Warrants) | |
| 9 | SOLE DISPOSITIVE POWER 3,819 | |
| 10 | SHARED DISPOSITIVE POWER 1,232,278 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,236,097 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% | |
| 14 | TYPE OF REPORTING PERSON IN |
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Page 6 of 9 SEC Filing
| CUSIP No. 15130J 109 | SC 13D | Page 6 of 11 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Dennis Purcell | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) x |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 7,390 |
| 8 | SHARED VOTING POWER 1,232,278 (including 39,218 shares of the Issuer’s common stock issuable upon the exercise of the Warrants) | |
| 9 | SOLE DISPOSITIVE POWER 7,390 | |
| 10 | SHARED DISPOSITIVE POWER 1,232,278 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,239,668 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% | |
| 14 | TYPE OF REPORTING PERSON IN |
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Page 7 of 9 SEC Filing
| CUSIP No. 15130J 109 | SC 13D | Page 7 of 11 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Andrew Schiff | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) x |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 382 |
| 8 | SHARED VOTING POWER 1,232,278 (including 39,218 shares of the Issuer’s common stock issuable upon the exercise of the Warrants) | |
| 9 | SOLE DISPOSITIVE POWER 382 | |
| 10 | SHARED DISPOSITIVE POWER 1,232,278 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,232,660 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% | |
| 14 | TYPE OF REPORTING PERSON IN |
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Page 8 of 9 SEC Filing
| CUSIP No. 15130J 109 | SC 13D | Page 8 of 11 |
| Item 1. | Security and Issuer. |
Item 1 is amended and restated in its entirety as follows:
This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D as previously filed by the undersigned Reporting Persons (as defined below) on February 15, 2012, as amended by Amendment No. 1 filed by the Reporting Persons on May 18, 2015 with respect to the common stock, par value $0.001 per share (the “Common Stock”) of Cempra, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 6320 Quadrangle Drive, Suite 360, Chapel Hill, North Carolina 27517-8149.
The aggregate percentage of shares of Common Stock reported as owned by each Reporting Person is based on 48,169,733 shares of the Issuer’s common stock issued and outstanding as of February 18, 2016, as reported in the Issuer’s quarterly report on Form 10-K filed with the SEC on February 25, 2016.
This is Amendment No. 3 is being filed to report that, as of immediately following the transaction described in Item 5(c) below, the Reporting Persons ceased to beneficially own more than 5% of the Common Stock of the Issuer.
| Item 2. | Identity and Background. |
No material change.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is amended and restated in its entirety as follows:
As of the date hereof, each of Aisling, Aisling Partners and Aisling Partners GP may be deemed to beneficially own 1,232,278 shares of Common Stock, consisting of (i) 113,663 shares of Common Stock, which were acquired on February 7, 2012 in the Issuer’s initial public offering of Common Stock (“IPO”), (ii) 1,079,397 shares of Common Stock issued upon the corporate conversion of the Issuer prior to the closing of the IPO on February 7, 2012 from a Delaware limited liability company into a Delaware corporation (the “Conversion”) and (iii) 39,218 shares of the Issuer’s common stock issuable upon the exercise of the Warrants. Each of Messrs. Elms, Schiff and Purcell may be deemed to share beneficial ownership of such shares of Common Stock held by Aisling and may also each be deemed beneficially own certain shares for held directly by such persons. The source of the purchase price for such shares of Common Stock was capital contributions from the partners of Aisling. No borrowed funds were used to purchase the Common Stock.
| Item 4. | Purpose of Transaction. |
No material change.
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Page 9 of 9 SEC Filing
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
No material change.
| Item 7. | Material to be Filed as Exhibits. |
| Exhibit 1: | Joint Filing Agreement dated as of February 15, 2012, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed). | |
| Exhibit 3: | Registration Rights Agreement, dated February 7, 2012, by and among the Issuer and the holders of Common Stock issuable upon the Conversion, as well as holders of the Warrants, listed in Exhibit A thereto, the form of which was filed and incorporated herein by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1 (File No. 333-177261), filed with the SEC on October 12, 2011. |
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