CRG Partners III - Parallel Fund B Form 4 Change in insider ownership

SEC Form 4

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^*

Capital Royalty L.P.

(Last) (First) (Middle)

1000 MAIN ST.

SUITE 2500

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Zyla Life Sciences [ ZCOR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	06/28/2019		J		4,586,874	D	(1)	0	I	By Iroko Properties Inc.(1)
Common Stock	06/28/2019		J		4,586,874	A	(1)	4,586,874	I	By Loan Security Holdings I LLC(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Warrants	$0.0001	06/28/2019		J			2,436,459	(2)	(2)	Common Stock	2,436,459	(2)	0	I	By Iroko Properties Inc.(1)
Warrants	$0.0001	06/28/2019		J		2,436,459		(2)	(2)	Common Stock	2,436,459	(2)	2,436,459	I	By Loan Security Holdings I LLC(1)

1. Name and Address of Reporting Person^*

Capital Royalty L.P.

(Last) (First) (Middle)

1000 MAIN ST.

SUITE 2500

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Iroko Pharmaceuticals Inc.

(Last) (First) (Middle)

150 ROUSE BOULEVARD

(Street)

PHILADELPHIA PA 19112

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Iroko Properties Inc.

(Last) (First) (Middle)

150 ROUSE BOULEVARD

(Street)

PHILADELPHIA PA 19112

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CRG Partners III (Cayman) Lev AIV I L.P.

(Last) (First) (Middle)

1000 MAIN ST.

SUITE 2500

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CRG Partners III (Cayman) Unlev AIV I L.P.

(Last) (First) (Middle)

1000 MAIN ST.

SUITE 2500

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CRG Partners III L.P.

(Last) (First) (Middle)

1000 MAIN ST.

SUITE 2500

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Loan Security Holdings I LLC

(Last) (First) (Middle)

1000 MAIN ST.

SUITE 2500

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CRG Partners III - Parallel Fund B (Cayman) L.P.

(Last) (First) (Middle)

1000 MAIN ST.

SUITE 2500

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CRG Partners III - Parallel Fund (A) L.P.

(Last) (First) (Middle)

1000 MAIN ST.

SUITE 2500

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

Explanation of Responses:

1. The shares of Common Stock (the "Shares") and the Warrants were acquired by Loan Security Holdings I LLC, a wholly owned LLC held by CRG Partners III - Parallel Fund "A" LP, CRG Partners III - Parallel Fund "B" (Cayman) L.P., CRG Partners III (Cayman) Lev AIV I L.P., CRG Partners III (Cayman) Unlev AIV I L.P., and CRG Partners III L.P. (collectively, the "CRG Entities"), as a result of foreclosure sale of certain assets of Iroko Pharmaceuticals Inc. and its subsidiaries on June 28, 2019. CRG Entities collectively hold all of the issued and outstanding shares of Loan Security Holdings I LLC. CR Group L.P. may be deemed to beneficially own the Shares and the Warrants by virtue of its position as the investment manager for the CRG Entities. This Form 4 is filed jointly by Iroko Pharmaceuticals Inc., Iroko Properties Inc., CR Group L.P. and each of the CRG Entities.This transaction is exempt under Rule 16a-13 as a change in form of beneficial ownership.

2. Pursuant to the terms of the Warrants, Loan Security Holdings I LLC has the right to acquire up to 2,436,459 additional shares of Common Stock, provided however that, for a period of eighteen (18) months following the date of the issuance of the Warrants, Loan Security Holdings I LLC's right to exercise the Warrants is restricted so that it does not hold more than 49% of the issued and outstanding shares of Common Stock of the Issuer. The Warrants do not have an expiration date.

Remarks:

	/s/ Nathan D. Hukill, authorized signatory for CR Group L.P. and each of the CRG Entities	07/03/2019
	/s/ Mark Murphy, authorized signatory for each of Iroko Pharmaceuticals Inc. and Iroko Properties Inc.	07/03/2019
	/s/ Andrei Dorenbaum, authorized signatory for Loan Security Holdings I LLC	07/03/2019
	** Signature of Reporting Person	Date
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