This statement was filed with respect to the common stock of Baudax Bio, Inc. (The “Issuer”) beneficially owned by the Reporting Persons identified below as of December 31, 2019.
Item 1.
Baudax Bio, Inc
| (b) | Address of Issuer’s Principal Executive Offices: |
490 Lapp Road
Malvern, PA 19355
United States
Item 2.
The names of the persons filing this statement on Schedule 13G (collectively, the “Reporting Persons”) are:
| • | Corsair Capital Partners, L.P. (“Corsair Capital”) |
| • | Corsair Capital Partners 100, L.P. (“Corsair 100”) |
| • | Corsair Select L.P. (“Corsair Select”) |
| • | Corsair Select 100 L.P. (“Select 100”) |
| • | Corsair Capital Investors, Ltd (“Corsair Investors”) |
| • | Corsair Select Master Fund, Ltd. (“Select Master”) |
| • | Corsair Capital Management, L.P. (“Corsair Management”) |
| • | Jay R. Petschek (“Mr. Petschek”) and |
| • | Steven Major (“Mr. Major”) |
Corsair Management acts as the investment manager of Corsair Capital, Corsair 100, Corsair Select, Select 100, Corsair Investors and Select Master. Messrs. Petschek and Major are the controlling persons of Corsair Management.
| (b) | Address of the Principal Office or, if none, residence |
The principal business address for each of Corsair Capital, Corsair 100, Corsair Select, Select 100, Corsair Management, Mr. Petschek and Mr. Major is 366 Madison Ave, 12th floor, New York, NY 10017.
The principal business address for each of Corsair Investors and Select Master is M&C Corporate Services Ltd, Box 309, George Town, Cayman Islands KY1-1104.
Each of Corsair Capital, Corsair 100, Corsair Select, Select 100 and Corsair Management is a limited partnership formed under the laws of the State of Delaware. Each of Corsair Investors and Select Master is an exempted company formed under the laws of the Cayman Islands. Each of Mr. Petschek and Mr. Major is a citizen of the United States.
| (d) | Title of Class of Securities |
Common Stock, $0.01 par value per share (“Common Stock”)
07160F107
| Item 3. | If this statement is filed pursuant to 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
Not Applicable.
| (a) | Amount beneficially owned: Collectively, the Reporting Persons beneficially own 820,638 shares of Common Stock. |
| • | Corsair Capital individually owns 332,816 shares of Common Stock. |
| • | Corsair 100 individually owns 42,023 shares of Common Stock. |
| • | Corsair Select individually owns 325,525 shares of Common Stock. |
| • | Select 100 individually owns 42,884 shares of Common Stock. |
| • | Corsair Investors individually owns 33,604 shares of Common Stock. |
| • | Select Master individually owns 43,786 shares of Common Stock. |
| • | Corsair Management, as the investment manager of each of Corsair Capital, Corsair 100, Corsair Select, Select 100, Corsair Investors and Select Master is deemed to beneficially own 820,638 shares of Common Stock. |
| • | Mr. Petschek, as a controlling person of Corsair Management, is deemed to individually beneficially own 820,638 shares of Common Stock. |
| • | Mr. Major, as a controlling person of Corsair Management, is deemed to individually beneficially own 820,638 shares of Common Stock. |
| (b) | Percent of class: Collectively, the Reporting Persons beneficially own 820,638 shares of Common Stock, representing 8.78% of all of the outstanding shares of Common Stock based on the 9,350,709 outstanding shares of Common Stock as reported on the Issuer’s Form S-3 filed on December 6, 2019. |
Corsair Capital’s individual ownership of 332,816 shares of Common Stock represents 3.56% of all the outstanding shares of Common Stock.
Corsair 100’s individual ownership of 42,023 shares of Common Stock represents less than 1% of all the outstanding shares of Common Stock.
Corsair Select’s individual ownership of 325,525 shares of Common Stock represents 3.48% of all the outstanding shares of Common Stock.
Select 100’s individual ownership of 42,884 shares of Common Stock represents less than 1% of all the outstanding shares of Common Stock.
Corsair Investors’ individual ownership of 33,604 shares of Common Stock represents less than 1% of all the outstanding shares of Common Stock.
Select Master’s individual ownership of 43,786 shares of Common Stock represents less than 1% of all the outstanding shares of Common Stock.
Corsair Management’s beneficial ownership of 820,638 shares of Common Stock represents 8.78% of all the outstanding shares of Common Stock.
The 820,638 shares of Common Stock deemed to be beneficially owned by Mr. Petschek represents 8.78% of all the outstanding shares of Common Stock.
The 820,638 shares of Common Stock deemed to be beneficially owned by Mr. Major represents 8.78% of all the outstanding shares of Common Stock.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote shares of Common Stock |
Not Applicable
| (ii) | Shared power to vote or to direct the vote. |
Corsair Capital, Corsair Management, Mr. Petschek and Mr. Major have shared power to vote or direct the vote for 332,816 shares of common Stock owned by Corsair Capital.
Corsair 100, Corsair Management, Mr. Petschek and Mr. Major have shared power to vote or direct the vote for 42,023 shares of common Stock owned by Corsair 100.
Corsair Select, Corsair Management, Mr. Petschek and Mr. Major have shared power to vote or direct the vote for 325,525 shares of common Stock owned by Corsair Select.
Select 100, Corsair Management, Mr. Petschek and Mr. Major have shared power to vote or direct the vote for 42,884 shares of common Stock owned by Select 100.
Capital Investors, Corsair Management, Mr. Petschek and Mr. Major have shared power to vote or direct the vote for 33,604 shares of common Stock owned by Corsair Investors.
Select Master, Corsair Management, Mr. Petschek and Mr. Major have shared power to vote or direct the vote for 43,786 shares of common Stock owned by Select Master.
| (iii) | Sole power to dispose or to direct the disposition of shares of Common Stock |
Not Applicable
| (iv) | Shared power to dispose or to direct the disposition of: |
Corsair Capital, Corsair Management, Mr. Petschek and Mr. Major have shared power to dispose or direct the disposition of the 332,816 shares of common Stock owned by Corsair Capital.
Corsair 100, Corsair Management, Mr. Petschek and Mr. Major have shared power to dispose or direct the disposition of the 42,023 shares of common Stock owned by Corsair 100.
Corsair Select, Corsair Management, Mr. Petschek and Mr. Major have shared power to dispose or direct the disposition of the 325,525 shares of common Stock owned by Corsair Select.
Select 100, Corsair Management, Mr. Petschek and Mr. Major have shared power to dispose or direct the disposition of the 42,884 shares of common Stock owned by Select 100.
Capital Investors, Corsair Management, Mr. Petschek and Mr. Major have shared power to dispose or direct the disposition of the 33,604 shares of common Stock owned by Corsair Investors.
Select Master, Corsair Management, Mr. Petschek and Mr. Major have shared power to dispose or direct the disposition of the 43,786 shares of common Stock owned by Select Master.
| 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.
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
See Exhibits A and B of the Schedule 13G filed with the Securities and Exchange Commission on December 12, 2019.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
By signing below the undersigned certifies that, to the best of its or his 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.
Signature
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2020
| CORSAIR CAPITAL PARTNERS, L.P. |
| By: Corsair Capital Advisors, L.L.C., General Partner |
| | | | |
| | By: | /s/ Jay R. Petschek | |
| | | Jay R. Petschek | |
| | | Managing Member | |
| | | | |
| | | | |
| CORSAIR CAPITAL PARTNERS 100, L.P. |
| By: Corsair Capital Advisors, L.L.C., General Partner |
| | | | |
| | By: | /s/ Jay R. Petschek | |
| | | Jay R. Petschek | |
| | | Managing Member | |
| | | | |
| | | | |
| CORSAIR SELECT, L.P. |
| By: Corsair Select Advisors, L.L.C., General Partner |
| | | | |
| | By: | /s/ Jay R. Petschek | |
| | | Jay R. Petschek | |
| | | Managing Member | |
| | | | |
| | | | |
| CORSAIR SELECT 100, L.P. |
| By: Corsair Select Advisors, L.L.C., General Partner |
| | | | |
| | By: | /s/ Jay R. Petschek | |
| | | Jay R. Petschek | |
| | | Managing Member | |
| | | | |
| | | | |
| CORSAIR CAPITAL INVESTORS, LTD. |
| By: Corsair Capital Management, L.P., Attorney-in-Fact |
| By: Corsair Capital Management GP, L.L.C., General Partner |
| | | | |
| | By: | /s/ Jay R. Petschek | |
| | | Jay R. Petschek | |
| | | Managing Member | |
| | | | |
| | | | |
| CORSAIR SELECT MASTER FUND, LTD. |
| By: Corsair Capital Management, L.P., Attorney-in-Fact |
| By: Corsair Capital Management GP, L.L.C., General Partner |
| | | | |
| | By: | /s/ Jay R. Petschek | |
| | | Jay R. Petschek | |
| | | Managing Member | |
| | | | |
| | | | |
| CORSAIR CAPITAL MANAGEMENT, L.P. |
| By: Corsair Capital Management GP, L.L.C., General Partner |
| | | | |
| | By: | /s/ Jay R. Petschek | |
| | | Jay R. Petschek | |
| | | Managing Member | |
| | | | |
| | | | |
/s/ Jay R. Petschek | |
| /s/ Jay R. Petschek | |
| | |
| | |
/s/ Steven Major | |
| /s/ Steven Major | |
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