Filing Details
- Accession Number:
- 0001654954-19-010958
- Form Type:
- 13D Filing
- Publication Date:
- 2019-09-20 08:03:08
- Filed By:
- Camber Capital Management
- Company:
- Amag Pharmaceuticals Inc. (NASDAQ:AMAG)
- Filing Date:
- 2019-09-20
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Camber Capital Management | 0 | 4,390,000 | 0 | 4,390,000 | 4,390,000 | 12.9% |
| Stephen DuBois | 0 | 4,390,000 | 0 | 4,390,000 | 4,390,000 | 12.9% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
AMAG Pharmaceuticals,
Inc.
(Name of
Issuer)
Common stock, $0.01 par
value
(Title of Class of
Securities)
00163U106
(CUSIP
Number)
Camber Capital
Management LP, 101 Huntington Avenue, Suite 2101, Boston, MA
02199
617-717-6600
(Name, Address and
Telephone Number of Person Authorized to
Receive Notices and
Communications)
September 20, 2019
(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. ⌧
* 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 (“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. Names
of Reporting Persons. | |
| Camber Capital
Management LP 42-1693587 | |
| | |
| 2. Check
the Appropriate Box if a Member of a Group | |
| (a)
☐ | |
| (b) X | |
| | |
| 3. SEC
Use Only | |
| 4. Source
of Funds | |
| WC | |
| 5. Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) | |
| ☐ | |
| 6. Citizenship
or Place of Organization | |
| Camber
Capital Management LP - Delaware | |
| Number
of Shares Beneficially Owned
by Each
Reporting Person
With: | 7. Sole
Voting Power |
| 0
shares | |
| | |
| 8. Shared
Voting Power | |
|
4,390,000 shares | |
| | |
| 9. Sole
Dispositive Power | |
| 0
shares | |
| | |
| 10. Shared
Dispositive Power | |
|
4,390,000 shares | |
| | |
| 11. Aggregate
Amount Beneficially Owned by Each Reporting Person | |
|
4,390,000 shares | |
| 12. Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares | |
| ☐ | |
| 13. Percent
of Class Represented by Amount in Row (11) | |
| 12.9% | |
| 14. Type
of Reporting Person | |
| IA | |
| 1. Names
of Reporting Persons. | |
| Stephen
DuBois | |
| | |
| 2. Check
the Appropriate Box if a Member of a Group | |
| (a)
☐ | |
| (b) X | |
| | |
| 3. SEC
Use Only | |
| 4. Source
of Funds | |
| WC | |
| 5. Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) | |
| ☐ | |
| 6. Citizenship
or Place of Organization | |
| Stephen
DuBois - Massachusetts | |
| Number
of Shares Beneficially Owned
by Each
Reporting Person
With: | 7. Sole
Voting Power |
| 0
shares | |
| | |
| 8. Shared
Voting Power | |
|
4,390,000
shares | |
| | |
| 9. Sole
Dispositive Power | |
| 0
shares | |
| | |
| 10. Shared
Dispositive Power | |
|
4,390,000
shares | |
| | |
| 11. Aggregate
Amount Beneficially Owned by Each Reporting Person | |
|
4,390,000
shares | |
| 12. Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares | |
| ☐ | |
| 13. Percent
of Class Represented by Amount in Row (11) | |
| 12.9% | |
| 14. Type
of Reporting Person | |
| IN,
HC | |
ITEM 1. SECURITY AND ISSUER
This statement on
Schedule 13D refers to the shares of common stock, par value $0.01
per common stock (the "Shares"), of AMAG Pharmaceuticals, Inc. (the
"Company"). The Company's principal executive office is located at
1100 Winter Street, Waltham, Massachusetts
02451.
ITEM 2. IDENTITY AND
BACKGROUND
| | (a) | Camber Capital Management LP, a Delaware
limited partnership ("Camber"), with respect to Shares |
| | | held of record by two private investment
funds for which Camber serves as the investment manager with full
discretionary authority. |
Stephen DuBois
("Mr. DuBois"), as managing member of Camber, with respect to
Shares held of record by the same two private investment funds for
which Camber serves as the investment manager with full
discretionary authority. Mr. DuBois is the managing member of
Camber.
The foregoing
persons as described above are hereinafter collectively referred to
as the "Reporting Persons."
| | (b) | The principal business address of each of the
Reporting Persons is 101 Huntington Avenue, Suite 2101, Boston,
Massachusetts 02199-8089. |
| | (c) | The principal business of Camber is to invest
in securities. The principal business of Mr. DuBois is the
management of investments in securities. |
| | (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 a 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) | Camber is a limited partnership organized
under the laws of the State of Delaware. Mr. DuBois is a citizen of
the United States. |
| | | |
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
The 4,390,000
Shares to which this Schedule 13D relates were acquired for an
aggregate purchase price of $66,118,839 (an average of $15.06 per
Share) using working capital.
ITEM 4. PURPOSE OF
TRANSACTION
The Shares to which
this Schedule 13D relates were acquired based on the Reporting
Persons’ belief that such Shares represent an attractive
investment opportunity.
The Reporting
Persons believe the current trading value of the Shares does not
reflect their intrinsic value. Accordingly, the Reporting Persons
intend to review the investment in the Company on a continuing
basis and may engage in discussions with management, the
Company’s Board of Directors, other shareholders of the
Company and other relevant parties in order to enhance shareholder
value. Such discussions aimed at enhancing shareholder value may
concern, among other things, potential business combinations and
strategic alternatives, and the business, operations, governance,
management, strategy and future plans of the Company. Specifically,
the Reporting Persons currently intend to discuss matters relating
to the composition of the Company's Board of Directors with Company
management and one or more members of the Board of Directors, and
also expect to discuss such matters with other
shareholders.
Depending on
various factors, including, without limitation, the outcome of any
discussions reference above, the investment opportunities available
to the Reporting Persons, conditions in the securities markets, and
economic and industry conditions, the Reporting Persons may in the
future take such actions with respect to the investment in the
Company as the Reporting Persons deem appropriate.
Except as set forth
above, the Reporting Persons have no present plan or proposal that
would relate to or result in any of the matters set forth in
subparagraphs (a)-(j) of Item 4 of Schedule D.
The Reporting
Persons review their holdings in the Company on a continuing basis
and as part of this ongoing review, evaluate various alternatives
that are or may be available with respect to the securities of the
Company. The Reporting Persons may from time to time and at any
time, in their sole discretion, purchase additional equity or debt
securities or other instruments of the Company or dispose of such
equity or debt securities or other investments, in any amount that
the Reporting Persons may determine in their sole discretion,
through open market transactions, privately negotiated transactions
or otherwise.
ITEM 5. INTEREST IN SECURITIES OF THE
ISSUER
| | (a) | The Reporting Persons beneficially own
4,390,000 Shares of the Company in the aggregate, representing
approximately 12.9% of such class of securities. The percentage of
the Shares beneficially owned by the Reporting Persons is based on
a total of 33,900,681 Shares of the Company outstanding as of
August 1, 2019, as reported in the Company's Form 10-Q for the
quarterly period ended June 30, 2019 filed with the Securities and
Exchange Commission on August 7, 2019 |
| | (b) | Camber has the power to dispose of and the
power to vote the Shares beneficially owned by the Reporting
Persons, which power may be exercised by its managing member, Mr.
DuBois. By reason of the provisions of Rule 13d-3 of the Securities
Exchange Act of 1934 (the "Act"), Mr. DuBois may be deemed to
beneficially own the Shares held by the Reporting
Persons. |
| | (c) | During the last sixty days, the Reporting
Persons acquired Shares on such dates, in such amounts and at such
per share prices (excluding brokerage fees) as indicated on the
Schedule of Transactions attached hereto as Exhibit 1 and
incorporated herein by this reference. All such transactions were
effected in the open market through various brokerage
entities. |
(d)
Of the Shares reported
herein, 4,361,316 Shares are held for the account of Camber Capital
Master Fund, L.P.
(e)
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
Other than the
Joint Filing Agreement attached as Exhibit 1 hereto, there are no
contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 hereof and between
such persons and any person with respect to any securities of the
Company, including but not limited to transfer or voting of any
other securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits,
divisions of profits or loss, or the giving or withholding of
proxies.
ITEM 7. MATERIAL TO BE FILED AS
EXHIBITS
Exhibit 1:
Schedule of Transactions
Exhibit 2:
Joint Filing Statement as required by Rule 13d(1)(k)(l) under the
Act.
SIGNATURE
After reasonable
inquiry and to the best of my knowledge and belief, each of the
undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: September 20,
2019
Camber Capital
Management LP
By: /s/ Sean
George
Sean
George
Chief Financial
Officer
By: /s/ Stephen
DuBois
Stephen DuBois,
individually