| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13G | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. )* | |
SYNERGY PHARMACEUTICALS, INC. | |
| (Name of Issuer) | |
Common Stock | |
| (Title of Class of Securities) | |
871639308 | |
| (CUSIP Number) | |
October 1, 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: | |
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 16 Pages) | |
______________________________
*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. 871639308 | 13G | Page 2 of 15 Pages |
| 1 | NAME OF REPORTING PERSON Polygon Convertible Opportunity Master Fund | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)¨ (b)¨ | ||
| 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 5,946,624 (See Item 4(a)) | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 5,946,624 (See Item 4(a)) | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,946,624 (See Item 4(a)) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.02% | |||
| 12 | TYPE OF REPORTING PERSON OO | |||
| CUSIP No. 871639308 | 13G | Page 3 of 15 Pages |
| 1 | NAME OF REPORTING PERSON Polygon Management Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)¨ (b)¨ | ||
| 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 5,946,624 (See Item 4(a)) | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 5,946,624 (See Item 4(a)) | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,946,624 (See Item 4(a)) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.02% | |||
| 12 | TYPE OF REPORTING PERSON OO | |||
| CUSIP No. 871639308 | 13G | Page 4 of 15 Pages |
| 1 | NAME OF REPORTING PERSON Polygon Global Partners 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 5,946,624 (See Item 4(a)) | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 5,946,624 (See Item 4(a)) | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,946,624 (See Item 4(a)) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.02% | |||
| 12 | TYPE OF REPORTING PERSON PN | |||
| CUSIP No. 871639308 | 13G | Page 5 of 15 Pages |
| 1 | NAME OF REPORTING PERSON Polygon Global Partners LLP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)¨ (b)¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 5,946,624 (See Item 4(a)) | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 5,946,624 (See Item 4(a)) | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,946,624 (See Item 4(a)) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.02% | |||
| 12 | TYPE OF REPORTING PERSON PN | |||
| CUSIP No. 871639308 | 13G | Page 6 of 15 Pages |
| 1 | NAME OF REPORTING PERSON TFG Asset Management L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)¨ (b)¨ | ||
| 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 5,946,624 (See Item 4(a)) | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 5,946,624 (See Item 4(a)) | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,946,624 (See Item 4(a)) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.02% | |||
| 12 | TYPE OF REPORTING PERSON IA | |||
| CUSIP No. 871639308 | 13G | Page 7 of 15 Pages |
| 1 | NAME OF REPORTING PERSON Patrick G. G. Dear | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)¨ (b)¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 5,946,624 (See Item 4(a)) | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 5,946,624 (See Item 4(a)) | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,946,624 (See Item 4(a)) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.02% | |||
| 12 | TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 871639308 | 13G | Page 8 of 15 Pages |
| 1 | NAME OF REPORTING PERSON Reade E. Griffith | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)¨ (b)¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 5,946,624 (See Item 4(a)) | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 5,946,624 (See Item 4(a)) | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,946,624 (See Item 4(a)) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.02% | |||
| 12 | TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 871639308 | 13G | Page 9 of 15 Pages |
| Item 1. | |
| (a) NAME OF ISSUER | |
| Synergy Pharmaceuticals Inc.(the "Issuer"). |
| (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES | |
| 420 Lexington Avenue, Suite 2012 New York, NY 10170 United States |
| Item 2. | (a) NAME OF PERSON FILING |
| (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE | |
| (c) CITIZENSHIP |
| This Schedule 13G is filed on behalf of Polygon Convertible Opportunity Master Fund, Polygon Management Ltd., Polygon Global Partners LP, Polygon Global Partners LLP, TFG Asset Management L.P., Mr. Patrick G. G. Dear and Mr. Reade E. Griffith (the "Reporting Persons"). |
Polygon Convertible Opportunity Master Fund (the "Master Fund") Po Box 309 Ugland House Grand Cayman, E9 KY1-1104 Citizenship: Cayman Islands |
Polygon Management Ltd. (the "General Partner") Po Box 309 Ugland House Grand Cayman, E9 KY1-1104 Citizenship: Cayman Islands |
Polygon Global Partners LP (the "US Investment Manager") 399 Park Avenue 22nd Floor New York, NY 10022 Citizenship: Delaware |
Polygon Global Partners LLP (the "UK Investment Manager") 4 Sloane Terrace London, X0 SW1X9DQ United Kingdom Citizenship: United Kingdom |
TFG Asset Management L.P. (the "Manager") Po Box 309 Ugland House Grand Cayman, E9 KY1-1104 Citizenship: Cayman Islands |
| CUSIP No. 871639308 | 13G | Page 10 of 15 Pages |
Patrick G. G. Dear ("Mr. Dear") c/o Polygon Global Partners LLP 4 Sloane Terrace London, X0 SW1X9DQ United Kingdom Citizenship: United Kingdom | |
Reade E. Griffith ("Mr. Griffith") c/o Polygon Global Partners LLP 4 Sloane Terrace London, X0 SW1X9DQ United Kingdom Citizenship: United Kingdom |
| Item 2(d). | TITLE OF CLASS OF SECURITIES |
| Common Stock, $0.0001 par value (the "Common Stock") |
| Item 2(e). | CUSIP NUMBER |
| 871639308 |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act; | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act; | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act; | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; | |
| (e) | ¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
| |
| (g) | ¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
| |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
| |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
| If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please | |||
| specify the type of institution: | |||
| CUSIP No. 871639308 | 13G | Page 11 of 15 Pages |
| Item 4. | OWNERSHIP | |||||
| (a) | Amount beneficially owned: As of October 1, 2015, each Reporting Person may be deemed to be beneficial owner of 5,946,624 shares of Common Stock issuable to the Master Fund upon conversion of the 7.50% Convertible Senior Notes due 2019 (the "Convertible Bonds") in the principal amount of $18,494,000 directly owned by the Master Fund.
| |||||
| (b) | Percent of class: 5.02%. | |||||
| (c) | Number of shares as to which the person has: | |||||
| (i) | Sole power to vote or direct the vote: 0 | |||||
| (ii) | Shared power to vote or direct the vote: 5,946,624 (See Item 4(a)) | |||||
| (iii) | Sole power to dispose or direct the disposition: 0 | |||||
| (iv) | Shared power to dispose or direct the disposition of: 5,946,624 (See Item 4(a)) | |||||
| All of the Convertible Bonds are directly held by the Master Fund. The Manager, the US Investment Manager, the UK Investment Manager and the General Partner have voting and dispository control over securities owned by the Master Fund. Messrs. Dear and Griffith control the Manager, the US Investment Manager, the UK Investment Manager and the General Partner. |
| 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 five percent of the class of securities, check the following ☐. | |
| 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. |
| CUSIP No. 871639308 | 13G | Page 12 of 15 Pages |
| Item 10. | CERTIFICATION | ||
| By signing below each of the undersigned certifies that, to the best of such person’s 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. | |||
| CUSIP No. 871639308 | 13G | Page 13 of 15 Pages |
SIGNATURES
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: October 9, 2015
| POLYGON CONVERTIBLE OPPORTUNITY MASTER FUND | |||
| /s/ Michael Humphries | |||
| Name: Michael Humphries | |||
| Title: Director | |||
| POLYGON MANAGEMENT LTD. | |||
| /s/ Reade E. Griffith | |||
| Name: Reade E. Griffith | |||
| Title: Authorized Person | |||
| POLYGON GLOBAL PARTNERS LP | |||
| /s/ Reade E. Griffith | |||
| Name: Reade E. Griffith | |||
| Title: Principal | |||
| POLYGON GLOBAL PARTNERS LLP | |||
| /s/ Reade E. Griffith | |||
| Name: Reade E. Griffith | |||
| Title: Principal | |||
| TFG ASSET MANAGEMENT L.P. | |||
| By: Polygon Management Ltd., its general partner | |||
| /s/ Reade E. Griffith | |||
| Name: Reade E. Griffith | |||
| Title: Authorized Person | |||
| /s/ Patrick G. G. Dear | |||
| Patrick G. G. Dear | |||
| /s/ Reade E. Griffith | |||
| Reade E. Griffith | |||
| CUSIP No. 871639308 | 13G | Page 14 of 15 Pages |
Exhibit Index
Exhibit 1 Joint Filing Agreement, dated as of October 9, 2015, by and among Polygon Convertible Opportunity Master Fund, Polygon Management Ltd., Polygon Global Partners LP, Polygon Global Partners LLP, TFG Asset Management L.P., Mr. Patrick G. G. Dear and Mr. Reade E. Griffith.
| CUSIP No. 871639308 | 13G | Page 15 of 15 Pages |
Exhibit 1
Joint Filing Agreement
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, $0.0001 par value per share, of Synergy Pharmaceuticals Inc.Corporation, a Florida corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
DATE: October 9, 2015
| POLYGON CONVERTIBLE OPPORTUNITY MASTER FUND | |||
| /s/ Michael Humphries | |||
| Name: Michael Humphries | |||
| Title: Director | |||
| POLYGON MANAGEMENT LTD. | |||
| /s/ Reade E. Griffith | |||
| Name: Reade E. Griffith | |||
| Title: Authorized Person | |||
| POLYGON GLOBAL PARTNERS LP | |||
| /s/ Reade E. Griffith | |||
| Name: Reade E. Griffith | |||
| Title: Principal | |||
| POLYGON GLOBAL PARTNERS LLP | |||
| /s/ Reade E. Griffith | |||
| Name: Reade E. Griffith | |||
| Title: Principal | |||
| TFG ASSET MANAGEMENT L.P. | |||
| By: Polygon Management Ltd., its general partner | |||
| /s/ Reade E. Griffith | |||
| Name: Reade E. Griffith | |||
| Title: Authorized Person | |||
| /s/ Patrick G. G. Dear | |||
| Patrick G. G. Dear | |||
| /s/ Reade E. Griffith | |||
| Reade E. Griffith | |||
