Item 1(a). Name of Issuer:
Taiwan Liposome Company, Ltd. (the “Issuer”), a foreign private issuer as defined in Rule 3b-4 of the Act, according to the Issuer’s prospectus on Form 424B4, filed November 26, 2018.
Item 1(b). Address of Issuer’s Principal Executive Offices:
11F-1, No. 3 Yuanqu Street, Nangang District, Taipei City, Taiwan 11503
Item 2(a). Name of Person Filing:
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
i) Karst Peak Capital Limited (“Karst Peak Capital”); and
ii) Adam Gregory Leitzes (“Mr. Leitzes”).
This Statement relates to Shares (as defined herein) held for the accounts of Karst Peak Asia Master Fund, a Cayman Islands entity (the “Asia Fund”); Karst Peak Select Master Fund, a Cayman Islands entity (the “Select Fund”); and Vermilion Peak Master Fund, a Cayman Islands entity (the “Vermilion Fund”). Karst Peak Capital serves as investment manager to each of the Asia Fund, the Select Fund, and the Vermilion Fund. Mr. Leitzes is Chief Investment Officer, Director, and sole owner of Karst Peak Capital. In such capacities, Karst Peak Capital and Mr. Leitzes may be deemed to have voting and dispositive power over the Shares held for the accounts of the Asia Fund, the Select Fund, and the Vermilion Fund.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of the Reporting Persons is Kinwick Centre, Suite 1705, 32 Hollywood Road, Central, Hong Kong.
Item 2(c). Citizenship:
i) Karst Peak Capital is a company incorporated in Hong Kong with limited liability; and
ii) Mr. Leitzes is a United States citizen.
Item 2(d). Title of Class of Securities:
Common shares, par value NT$10 per share (the “Shares”)
Item 2(e). CUSIP Number:
874038102 (This CUSIP number applies to the Issuer’s ADSs)
Item 3. If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
(g) [X] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(j) [X] A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J).
If filing in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: § 240.13d-1(b)(1)(ii)(E) (investment adviser)
SCHEDULE 13G
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Page 5 of 9 Pages
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Item 4. Ownership:
Item 4(a). Amount Beneficially Owned:
As of December 31, 2018, each of the Reporting Persons may be deemed the beneficial owner of 6,255,572 Shares. This amount includes: (i) 2,524,000 Shares and 353,910 ADSs, each one of which represents two Shares, held for the account of Asia Fund; (ii) 961,642 Shares held for the account of Select Fund; and (iii) 1,632,000 Shares and 215,055 ADSs, each one of which represents two Shares, held for the account of Vermilion Fund.
Item 4(b). Percent of Class:
As of December 31, 2018, each of the Reporting Persons may be deemed the beneficial owner of approximately 9.8% of Shares outstanding. (This percentage is based on 64,045,134 Shares outstanding, based on information from the Issuer.)
Item 4(c). Number of Shares as to which such person has:
| (i) Sole power to vote or direct the vote: | 0 |
| (ii) Shared power to vote or direct the vote: | 6,255,572 |
| (iii) Sole power to dispose or direct the disposition of: | 0 |
| (iv) Shared power to dispose or direct the disposition of: | 6,255,572 |
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
See disclosure in Items 2 and 4 hereof. Certain persons listed in Item 2 are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons. Such interest of Asia Fund relates to more than 5% of the Shares.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
See disclosure in Item 2 hereof.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
SCHEDULE 13G
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Page 6 of 9 Pages
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Item 10. Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
By signing below I further certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Karst Peak Capital Limited, registered with the Securities & Futures Commission of Hong Kong as a Type 9 (asset management) licensed corporation, is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution listed in Rule 13d-1(b)(1)(ii)(E). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
SCHEDULE 13G
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Page 7 of 9 Pages
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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.
| | Karst Peak Capital Limited
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| By: | /s/ Adam Gregory Leitzes
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| | Name:
| Adam Gregory Leitzes
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| | Title:
| Chief Investment Officer and Director
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| | Adam Gregory Leitzes
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| /s/ Adam Gregory Leitzes
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February 14, 2019
SCHEDULE 13G
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Page 8 of 9 Pages
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EXHIBIT INDEX
Ex. | | Page No. |
A
| Joint Filing Agreement
| 9
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SCHEDULE 13G
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Page 9 of 9 Pages
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the common shares, par value NT$10 per share, of Taiwan Liposome Company, Ltd. dated as of February 14, 2019 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
| | Karst Peak Capital Limited
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| By: | /s/ Adam Gregory Leitzes
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| | Name:
| Adam Gregory Leitzes
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| | Title:
| Chief Investment Officer and Director
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| | Adam Gregory Leitzes
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| /s/ Adam Gregory Leitzes
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February 14, 2019
