UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
TG THERAPEUTICS, INC. |
(Name of Issuer)
Common Stock, $0.001 Par Value |
(Title of Class of Securities)
88322Q108 |
(CUSIP Number)
January 21, 2014 |
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)
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).
SCHEDULE 13G
CUSIP No. 88322Q108 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Bridger Management, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 2,394,132 |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 2,394,132 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,394,132 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.1% | |
| 12 | TYPE OF REPORTING PERSON* IA | |
SCHEDULE 13G
CUSIP No. 88322Q108 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Roberto Mignone | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 2,394,132 |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 2,394,132 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,394,132 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.1% | |
| 12 | TYPE OF REPORTING PERSON* IN | |
| Item 1(a). | Name of Issuer: TG Therapeutics, Inc. | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: | |
| 787 Seventh Avenue, New York, New York 10019 | ||
| Item 2(a, b, c). | Name of Persons Filing, Address of Principal Business Office, Citizenship: | |
Bridger Management, LLC, a Delaware limited liability company, 90 Park Avenue, 40th Floor, New York, NY 10016 | ||
Mr. Roberto Mignone (“Mr. Mignone”), 90 Park Avenue, 40th Floor, New York, NY 10016. Mr. Mignone is a United States citizen. | ||
| Item 2(d). | Title of Class of Securities: Common Stock, $0.001 Par Value (the “Common Stock”) | |
| Item 2(e). | CUSIP Number: 88322Q108 | |
| Item 3. | Not Applicable. | |
| Item 4. | Ownership. | |
| (a) | Amount beneficially owned: | |
| See Item 9 of the attached cover pages. | ||
| (b) | Percent of class: | |
| See Item 11 of the attached cover pages. | ||
| (c) | Number of shares as to which such person has: | |
| (i) | Sole power to vote or to direct the vote: | |
| See Item 5 of the attached cover pages. | ||
| (ii) | Shared power to vote or to direct the vote: | |
| See Item 6 of the attached cover pages. | ||
| (iii) | Sole power to dispose or to direct the disposition: | |
| See Item 7 of the attached cover pages. | ||
| (iv) | Shared power to dispose or to direct the disposition: | |
| See Item 8 of the attached cover pages. | ||
| Swiftcurrent Offshore Master Ltd. and Swiftcurrent Partners L.P. are the owners of record of the Common Stock reported herein. Each of Swiftcurrent Offshore Master Ltd. and Swiftcurrent Partners L.P. has beneficial ownership of less than five percent of the Common Stock. Bridger Management LLC is the investment adviser to Swiftcurrent Partners L.P. and Swiftcurrent Offshore Master Ltd. Mr. Mignone is the managing member of Bridger Management, LLC. Each of Bridger Management LLC and Mr. Mignone may be deemed to share beneficial ownership of the Common Stock reported herein. | ||
| 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. | |
| See Item 4. | ||
| 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. | Certification. | |
| 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, other than activities solely in connection with a nomination under §240.14a-11. | ||
[Signature Page Follows:]
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: January 31, 2014
BRIDGER MANAGEMENT, LLC | |||
| By: | /s/ Roberto Mignone | ||
| Roberto Mignone, Managing Member | |||
| /s/ Roberto Mignone | |||
| Roberto Mignone, Individually | |||
EXHIBIT INDEX
Exhibit I: Joint Filing Statement Pursuant to Rule 13d-1(k)
Exhibit I
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
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 acquisition statements. 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 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: January 31, 2014
BRIDGER MANAGEMENT, LLC | |||
| By: | /s/ Roberto Mignone | ||
| Roberto Mignone, Managing Member | |||
| /s/ Roberto Mignone | |||
| Roberto Mignone, Individually | |||