SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Alimera Sciences, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
016259103
(CUSIP Number)
December 31, 2015
(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)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
| CUSIP No. 016259103 | 13G | Page 2 of 10 |
| 1 | NAME OF REPORTING PERSONS
North Run Capital, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| |||||
| 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
3,500,000** | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,500,000** | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,500,000** | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9%** | |||||
| 12 | TYPE OF REPORTING PERSON*
IA, PN | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4. |
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| CUSIP No. 016259103 | 13G | Page 3 of 10 |
| 1 | NAME OF REPORTING PERSONS
North Run Advisors, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| |||||
| 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
3,500,000** | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,500,000** | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,500,000** | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9%** | |||||
| 12 | TYPE OF REPORTING PERSON*
HC, OO | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4. |
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| CUSIP No. 016259103 | 13G | Page 4 of 10 |
| 1 | NAME OF REPORTING PERSONS
Todd B. Hammer | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| |||||
| 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
3,500,000** | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,500,000** | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,500,000** | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9%** | |||||
| 12 | TYPE OF REPORTING PERSON*
HC, IN | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4. |
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| CUSIP No. 016259103 | 13G | Page 5 of 10 |
| 1 | NAME OF REPORTING PERSONS
Thomas B. Ellis | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| |||||
| 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
3,500,000** | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,500,000** | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,500,000** | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9%** | |||||
| 12 | TYPE OF REPORTING PERSON*
HC, IN | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4. |
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SCHEDULE 13G
This Schedule 13G (this “Schedule 13G”) is being filed on behalf of North Run Advisors, LLC, a Delaware limited liability company (“North Run”), North Run Capital, LP, a Delaware limited partnership (the “Investment Manager”), Todd B. Hammer and Thomas B. Ellis (collectively, the “Reporting Persons”). Todd B. Hammer and Thomas B. Ellis are the principals and sole members of North Run. North Run is the general partner of the Investment Manager. The Investment Manager is the investment manager of certain private pooled investment vehicles (collectively, the “Funds”). This Schedule 13G relates to shares of Common Stock, $0.01 par value per share (the “Common Stock”), of Alimera Sciences, Inc., a Delaware corporation (the “Issuer”), held by the Funds.
| Item 1(a) | Name of Issuer. |
Alimera Sciences, Inc.
| Item 1(b) | Address of Issuer’s Principal Executive Offices. |
6120 Windward Parkway, Suite 290
Alpharetta, GA 30005
| Item 2(a) | Name of Person Filing. |
| (1) | North Run Capital, LP |
| (2) | North Run Advisors, LLC |
| (3) | Todd B. Hammer |
| (4) | Thomas B. Ellis |
| Item 2(b) | Address of Principal Business Office, or, if none, Residence. |
For all Filers:
One International Place, Suite 2401
Boston, MA 02110
(617) 310-6130
| Item 2(c) | Citizenship or Place of Organization. |
| (1) | North Run Capital, LP is a Delaware limited partnership. |
| (2) | North Run Advisors, LLC is a Delaware limited liability company. |
| (3) | Todd B. Hammer is a U.S. citizen. |
| (4) | Thomas B. Ellis is a U.S. citizen. |
| Item 2(d) | Title of Class of Securities. |
Common Stock, $0.01 par value per share.
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| Item 2(e) | CUSIP Number. |
016259103
| Item 3 | Reporting Person. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), 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) | x | An investment advisor 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) | x | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | ||
| (h) | ¨ | A savings association 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) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | ||
| Item 4 | Ownership. |
| (a) | North Run, the Investment Manager, Todd B. Hammer and Thomas B. Ellis may be deemed the beneficial owners of 3,500,000 shares of Common Stock. |
| (b) | North Run, the Investment Manager, Todd B. Hammer and Thomas B. Ellis may be deemed the beneficial owners of 7.9% of the outstanding shares of Common Stock. This percentage was determined by dividing 3,500,000 by 44,545,623, which is the number of shares of Common Stock outstanding as of November 5, 2015, according to the Issuer’s Form 10-Q filed on November 9, 2015 with the Securities and Exchange Commission. |
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| (c) | North Run, the Investment Manager, Todd B. Hammer and Thomas B. Ellis have the shared power to vote and dispose of the 3,500,000 shares of Common Stock beneficially owned. |
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
Investors in the Funds have an indirect interest in dividends and/or sale proceeds of the Common Stock held by the Funds. The Reporting Persons do not know of any single investor with an interest, directly or indirectly, of more than 5% of the Common Stock.
| Item 10 | Certification. |
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.
| Exhibits | Exhibit 24-1 |
Power of Attorney of Thomas B. Ellis, dated December 11, 2009.
| Exhibit 24-2 |
Power of Attorney of Todd B. Hammer, dated December 11, 2009.
| Exhibit 99-1 |
Joint Filing Agreement, dated February 12, 2016, between North Run, the Investment Manager, Todd B. Hammer and Thomas B. Ellis.
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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.
Date: February 12, 2016
| NORTH RUN CAPITAL, LP | ||||
| By: | North Run Advisors, LLC | |||
| its general partner | ||||
| By: | * | |||
| Name: Thomas B. Ellis | ||||
| Title: Member | ||||
| and | ||||
| By: | * | |||
| Name: Todd B. Hammer | ||||
| Title: Member | ||||
| NORTH RUN ADVISORS, LLC | ||||
| By: | * | |||
| Name: Thomas B. Ellis | ||||
| Title: Member | ||||
| and | ||||
| By: | * | |||
| Name: Todd B. Hammer | ||||
| Title: Member | ||||
* | ||||
| Thomas B. Ellis | ||||
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* | ||||
Todd B. Hammer | ||||
| * By | /s/ SARAH L. FILION | |
| Sarah L. Filion, Attorney-in-Fact | ||
| Pursuant to Powers of Attorney filed as exhibits hereto |
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