UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Eagle Pharmaceuticals, Inc. |
(Name of Issuer) |
Common Stock, par value $0.001 per share |
(Title of Class of Securities) |
269796108 |
(CUSIP Number) |
John F. Brown
Hudson Executive Capital LP
1185 Avenue of the Americas, 32nd Floor
New York, NY 10036
with a copy to:
David A. Vaughan
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036
(Name, Address and Telephone Number of Person |
Authorized to Receive Notices and Communications) |
July 5, 2016 |
(Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7 for other parties to whom copies are to be sent.
* 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 (the “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. 269796108 | SCHEDULE 13D | Page 2 of 6 Pages |
1 | NAMES OF REPORTING PERSON Hudson Executive Capital LP | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS AF | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
8 | SHARED VOTING POWER 950,600 | |
9 | SOLE DISPOSITIVE POWER 0 | |
10 | SHARED DISPOSITIVE POWER 950,600 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 950,600 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
6.1%(1) | |
14 | TYPE OF REPORTING PERSON |
PN, IA |
_______________________________
(1) Calculated based on 15,636,387 shares of common stock, par value $0.001 per share, of Eagle Pharmaceuticals, Inc., outstanding as of May 3, 2016, as reported in Eagle Pharmaceuticals, Inc.'s quarterly report on Form 10-Q for the quarter ended March 31, 2016.
CUSIP No. 269796108 | SCHEDULE 13D | Page 3 of 6 Pages |
1 | NAMES OF REPORTING PERSON Douglas L. Braunstein | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS AF | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
8 | SHARED VOTING POWER 950,600 | |
9 | SOLE DISPOSITIVE POWER 0 | |
10 | SHARED DISPOSITIVE POWER 950,600 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 950,600 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
6.1%(2) | |
14 | TYPE OF REPORTING PERSON |
IN |
_______________________________
(2) Calculated based on 15,636,387 shares of common stock, par value $0.001 per share, of Eagle Pharmaceuticals, Inc., outstanding as of May 3, 2016, as reported in Eagle Pharmaceuticals, Inc.'s quarterly report on Form 10-Q for the quarter ended March 31, 2016.
CUSIP No. 269796108 | SCHEDULE 13D | Page 4 of 6 Pages |
1 | NAMES OF REPORTING PERSON James C. Woolery | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS AF | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
8 | SHARED VOTING POWER 950,600 | |
9 | SOLE DISPOSITIVE POWER 0 | |
10 | SHARED DISPOSITIVE POWER 950,600 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 950,600 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
6.1%(3) | |
14 | TYPE OF REPORTING PERSON |
IN |
_______________________________
(3) Calculated based on 15,636,387 shares of common stock, par value $0.001 per share, of Eagle Pharmaceuticals, Inc., outstanding as of May 3, 2016, as reported in Eagle Pharmaceuticals, Inc.'s quarterly report on Form 10-Q for the quarter ended March 31, 2016.
CUSIP No. 269796108 | SCHEDULE 13D | Page 5 of 6 Pages |
ITEM 1. SECURITY AND ISSUER
This first amendment to Schedule 13D ("Amendment No. 1") relates to the Common Stock, par value $0.001 per share (the “Shares”), of Eagle Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and supplements the information set forth in Schedule 13D filed on June 27, 2016 (the "Original Schedule 13D" and together with this Amendment No. 1, the "Schedule 13D"). This Amendment No. 1 is being filed to report, among other things, that pursuant to an agreement with the Company described herein, Mr. Braunstein has joined the Board of the Company. Item 4, Item 6 and Item 7 of Schedule 13D have been amended as follows:
ITEM 4. PURPOSE OF TRANSACTION
CUSIP No. 269796108 | SCHEDULE 13D | Page 6 of 6 Pages |
Exhibit 1 | Company Press Release Announcing the Appointment of Directors (incorporated by reference to Item 5.02 to the Current Report on Form 8-K of Eagle Pharmaceuticals, Inc., filed July 5, 2016). |
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: July 5, 2016
HUDSON EXECUTIVE CAPITAL LP | ||||
By: HEC Management GP, LLC, its general partner | ||||
By: | /s/ Douglas L. Braunstein* | |||
Name: Douglas L. Braunstein | ||||
Title: Managing Member |
DOUGLAS L. BRAUNSTEIN | ||||
By: | /s/ Douglas L. Braunstein* | |||
Douglas L. Braunstein | ||||
JAMES C. WOOLERY | ||||
By: | /s/ James C. Woolery* | |||
James C. Woolery | ||||
* by John F. Brown, attorney-in-fact