Dear Valued Visitor,

We have noticed that you are using an ad blocker software.

Although advertisements on the web pages may degrade your experience, our business certainly depends on them and we can only keep providing you high-quality research based articles as long as we can display ads on our pages.

To view this article, you can disable your ad blocker and refresh this page or simply login.

We only allow registered users to use ad blockers. You can sign up for free by clicking here or you can login if you are already a member.

Filing Details

Accession Number:
0001172661-17-000759
Form Type:
13G Filing
Publication Date:
2017-02-14 16:19:20
Filed By:
JHL Capital Group
Company:
Relypsa Inc (NASDAQ:RLYP)
Filing Date:
2017-02-14
SEC Url:
13G 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
JHL Capital Group 0 0 0 0 0 0%
JHL Capital Group Master Fund 0 0 0 0 0 0%
JHL Capital Group Master Fund GP Ltd 0 0 0 0 0 0%
JHL Capital Group 0 0 0 0 0 0%
James H. Litinsky 0 0 0 0 0 0%
Filing


  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)* 



 

Relypsa, Inc.
(Name of Issuer)

 

 

Common Stock, $.001 par value
(Title of Class of Securities)

 

 

759531106
(CUSIP Number)

 

 

December 31, 2016
(Date of Event Which Requires Filing of this Statement)

 

 

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

 

o 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).

 


 

CUSIP No.  759531106
 SCHEDULE 13G/A
Page 2 of 11 Pages
         
1
NAME OF REPORTING PERSONS
 
JHL Capital Group LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware, United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
12
TYPE OF REPORTING PERSON
 
IA

 

 


 

CUSIP No.  759531106
 SCHEDULE 13G/A
Page 3 of 11 Pages
         
1
NAME OF REPORTING PERSONS
 
JHL Capital Group Master Fund L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
12
TYPE OF REPORTING PERSON
 
PN

 

 


 

CUSIP No.  759531106
 SCHEDULE 13G/A
Page 4 of 11 Pages
         
1
NAME OF REPORTING PERSONS
 
JHL Capital Group Master Fund GP Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Item 4)
 
 
x
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
12
TYPE OF REPORTING PERSON
 
CO

 

 


 

CUSIP No.  759531106
 SCHEDULE 13G/A
Page 5 of 11 Pages
         
1
NAME OF REPORTING PERSONS
 
JHL Capital Group L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Item 4)
 
 
x
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
12
TYPE OF REPORTING PERSON
 
PN

 

 


 

CUSIP No.  759531106
 SCHEDULE 13G/A
Page 6 of 11 Pages
         
1
NAME OF REPORTING PERSONS
 
James H. Litinsky
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Item 4)
 
 
x
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
12
TYPE OF REPORTING PERSON
 
IN

 

 

 

CUSIP No. 759531106
 SCHEDULE 13G/A
Page 7 of 11 Pages

 

Item 1.(a) Name of Issuer

Relypsa, Inc.

(b) Address of Issuer’s Principal Executive Offices

100 Cardinal Way

Redwood City, CA 94063

United States

Item 2.(a) Name of Person Filing

The reporting persons are:

(i)   JHL Capital Group LLC ("JHL Capital Group");

(ii)  JHL Capital Group Master Fund L.P. ("Master Fund");

(iii) JHL Capital Group Master Fund GP Ltd. ("Master Fund GP");

(iv) JHL Capital Group L.P.; and

(v) James H. Litinsky ("Mr. Litinsky").

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

The address for JHL Capital Group, JHL Capital Group L.P. and Mr. Litinsky is 900 N. Michigan Avenue, Suite 1700, Chicago, IL 60611. The address for the Master Fund and the Master Fund GP is P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.

(c) Citizenship

JHL Capital Group is a limited liability company formed under the laws of the State of Delaware. Master Fund is a limited partnership formed under the laws of the Cayman Islands. Master Fund GP is an exempted company formed under the laws of the Cayman Islands. JHL Capital Group L.P. is a limited partnership formed under the laws of the State of Delaware. Mr. Litinsky is a citizen of the United States.

 (d) Title of Class of Securities

Common Stock, $.001 par value

 (e) CUSIP No.:

759531106

 

 

CUSIP No.  759531106
 SCHEDULE 13G/A
Page 8 of 11 Pages

 

 

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) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
  (f) ¨ 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) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i) ¨ 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) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
  (k) ¨ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                            
       

 

 

 

CUSIP No.  759531106
 SCHEDULE 13G/A
Page 9 of 11 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: 0

(b) Percent of Class: 0%

 

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

 

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote 0

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

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

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 5 percent of the class of securities, check the following [x]

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 or Control Person

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. Certifications

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.

 

 

 
CUSIP No.  759531106
 SCHEDULE 13G/A
Page 10 of 11 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.

 

Dated: February 14, 2017

 

 

  JHL CAPITAL GROUP LLC, a Delaware limited liability company     By:  James H. Litinsky    Name:  James H. Litinsky    Title:  Chief Executive Officer    JHL CAPITAL GROUP MASTER FUND L.P., a Cayman Islands limited partnership   By: JHL CAPITAL GROUP MASTER FUND GP LTD., a Cayman Islands exempted company, its General Partner          By:  James H. Litinsky    Name:  James H. Litinsky    Title:  Director    JHL CAPITAL GROUP MASTER FUND GP LTD., a Cayman Islands exempted company          By:  James H. Litinsky    Name:  James H. Litinsky    Title:  Director     JHL CAPITAL GROUP L.P., a Delaware limited partnership   By: JHL CAPITAL GROUP GP LLC, a Delaware limited liability company, its General Partner          By:  James H. Litinsky    Name:  James H. Litinsky    Title:  Authorized Signatory         By:  James H. Litinsky    Name:  James H. Litinsky
 
CUSIP No.  759531106
 SCHEDULE 13G/A
Page 11 of 11 Pages

 

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the statement on Schedule 13G/A filed herewith signed by each of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 14th day of February 2017.

 

Dated: February 14, 2017

 

 

  JHL CAPITAL GROUP LLC, a Delaware limited liability company     By:  James H. Litinsky    Name:  James H. Litinsky    Title:  Chief Executive Officer    JHL CAPITAL GROUP MASTER FUND L.P., a Cayman Islands limited partnership   By: JHL CAPITAL GROUP MASTER FUND GP LTD., a Cayman Islands exempted company, its General Partner          By:  James H. Litinsky    Name:  James H. Litinsky    Title:  Director    JHL CAPITAL GROUP MASTER FUND GP LTD., a Cayman Islands exempted company          By:  James H. Litinsky    Name:  James H. Litinsky    Title:  Director     JHL CAPITAL GROUP L.P., a Delaware limited partnership   By: JHL CAPITAL GROUP GP LLC, a Delaware limited liability company, its General Partner          By:  James H. Litinsky    Name:  James H. Litinsky    Title:  Authorized Signatory                By:  James H. Litinsky    Name:  James H. Litinsky