| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol MERRIMACK PHARMACEUTICALS INC [ MACK ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/03/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/03/2020 | P | 6,289 | A | $2.5932(1) | 683,835 | I | See Footnote(2) | ||
| Common Stock | 04/03/2020 | P | 4,461 | A | $2.5932(1) | 500,081 | I | See Footnote(3) | ||
| Common Stock | 04/06/2020 | P | 3,535 | A | $2.9965(4) | 687,370 | I | See Footnote(2) | ||
| Common Stock | 04/06/2020 | P | 2,507 | A | $2.9965(4) | 502,588 | I | See Footnote(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.46 to $2.70, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1) to this Form 4. |
| 2. The shares are directly held by NP. The general partner of the Funds is NCP. The general partner of NCP is Ledo. The investment manager to the Funds is Newtyn Management. The managing member of Newtyn Management and Ledo and the portfolio manager to the Funds is Mr. Levy. Each of Newtyn Management, Ledo, NCP and Mr. Levy disclaims beneficial ownership of the shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares. |
| 3. The shares are directly held Newtyn TE. The general partner of the Funds is NCP. The general partner of NCP is Ledo. The investment manager to the Funds is Newtyn Management. The managing member of Newtyn Management and Ledo and the portfolio manager to the Funds is Mr. Levy. Each of Newtyn Management, Ledo, NCP and Mr. Levy disclaims beneficial ownership of the shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares. |
| 4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.975 to $3.00, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4. |
| Remarks: |
| As a result of an agreement among the persons listed below to vote their respective shares of Common Stock jointly, such persons have formed a "group" under Section 13(d)(1) of the Exchange Act. In addition to Mr. Levy, Newtyn Management, LLC ("Newtyn Management"), Newtyn Partners, LP ("NP"), Newtyn TE Partners, LP ("Newtyn TE" and together with NP, the "Funds"), Newtyn Capital Partners, LP ("NCP") and Ledo Capital, LLC ("Ledo") (collectively, the "Newtyn Parties"), the members of this group are Eric D. Andersen, Western Standard, LLC, Western Standard Partners, LP and Western Standard Partners QP, LP (the "Western Standard Parties" and collectively with the Newtyn Parties, the "13D Group"). As a member of the 13D Group, each Newtyn Party would be deemed to beneficially own the aggregate amount of the Common Stock that each of the 13D Group members beneficially owns, in which case it or he would be deemed to beneficially own 2,049,664 shares of Common Stock. However, none of the Newtyn Parties have the ability to direct the acquisition or disposition or, except through the Cooperation Agreement, voting of the securities held by Western Standard Parties, and none of the Western Standard Parties have the ability to direct the acquisition or disposition or, except through the Cooperation Agreement, voting of the securities held by the Newtyn Parties. As members of the 13D Group, the combined holdings of the Newtyn Parties and the Western Standard Parties would result in each Newtyn Party having voting power equivalent to a combined beneficial ownership of 15.3% of the Issuer's outstanding Common Stock for voting purposes. Each Newtyn Party disclaims beneficial ownership of the shares beneficially owned by the 13D Group except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares. |
| /s/ Noah G. Levy | 04/07/2020 | |
| Newtyn Management, LLC; /s/ Noah G. Levy, Managing Member | 04/07/2020 | |
| Newtyn Partners, LP; By: Newtyn Management, LLC, Investment Manager; /s/ Noah G. Levy, Managing Member | 04/07/2020 | |
| Newtyn TE Partners, LP; By: Newtyn Management, LLC, Investment Manager; /s/ Noah G. Levy, Managing Member | 04/07/2020 | |
| Newtyn Capital Partners, LP; By: Ledo Capital, LLC, General Partner; /s/ Noah G. Levy, Managing Member | 04/07/2020 | |
| Ledo Capital, LLC; /s/ Noah G. Levy, Managing Member | 04/07/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
