Item 4. | Purpose of Transaction. |
As described in more detail in Item 5 below, the Fund sold a total of 744,296 shares of Common Stock between February 13, 2018 and March 22, 2018. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, the Fund and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:
| (a) | The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; |
| (b) | An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; |
| (c) | A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; |
| (d) | Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; |
| (e) | Any material change in the present capitalization or dividend policy of the Issuer; |
| (f) | Any other material change in the Issuer's business or corporate structure; |
| (g) | Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; |
| (h) | Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
| (i) | A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or |
| (j) | Any action similar to any of those enumerated above. |
Item 5. | Interest in Securities of the Issuer. |
(a) The Fund is the record owner of 2,008,192 shares of the Issuer's Common Stock (the "Clarus Shares"). As the sole general partner of the Fund, Clarus GP may be deemed to own beneficially the Clarus Shares. As the sole general partner of Clarus GP, Clarus GPLLC may be deemed to own beneficially the Clarus Shares. As members of Clarus GPLLC, each of the Managing Directors may be deemed to own beneficially the Clarus Shares.
As of March 22, 2018, Mr. Galakatos is the record owner of options to purchase 16,591 shares of the Issuer's Common Stock (the "Options"). The Options may be exercised as of the date hereof. Accordingly, Mr. Galakatos may be deemed to own beneficially the Options and Clarus Shares.
Each Reporting Person disclaims beneficial ownership of the Clarus Shares other than those shares which such person owns of record.
The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet and was calculated based on the 29,035,502 shares of Common Stock reported to be outstanding as of March 7, 2018 on the Issuer's Form 10-K filed with the Securities Exchange Commission on March 15, 2018.
| (b) | Regarding the number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: See line 7 of cover sheets |
| (ii) | shared power to vote or to direct the vote: See line 8 of cover sheets |
| (iii) | sole power to dispose or to direct the disposition: See line 9 of cover sheets. |
| (iv) | shared power to dispose or to direct the disposition: See line 10 of cover sheets |
(c) The Fund sold 147,230 shares of Common Stock on February 13, 2018, 16,578 shares of Common Stock on March 2, 2018, 14,135 shares of Common Stock on March 5, 2018, 105,000 shares of Common Stock on March 6, 2018, 9,656 shares of Common Stock on March 7, 2018, 86,482 shares of Common Stock on March 8, 2018, 111,306 shares of Common Stock on March 9, 2018, 80,943 shares of Common Stock on March 12, 2018, 2,780 shares of Common Stock on March 13, 2018, 120,108 shares of Common Stock on March 16, 2018, 24,453 shares of Common Stock on March 21, 2018 and 25,625 shares of Common Stock on March 22, 2018. Except as set forth above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.
(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, securities beneficially owned by any of the Reporting Persons.
(e) Not applicable.
Item 6. | Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer. |
Except for the transactions described in this Schedule, none of the Reporting Persons have any contract, arrangement, understanding or relationship (legal or otherwise) with any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies.
Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 – Agreement regarding filing of joint Schedule 13D.
Exhibit 99.2 – Power of Attorney regarding filings under the Act.