The Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 7, 2011 by Bloomfield Partners LP (“Bloomfield”), Pompeii Management, LLC (“Pompeii”), MSMB Capital Management, LLC (“MSMB Capital”), MSMB Healthcare LP (“MSMB Healthcare”), MSMB Healthcare Investors LLC (“MSMB Investors”), MSMB Healthcare Management LLC (“MSMB Management”) and Martin Shkreli, a natural person (collectively, the “Reporting Persons”) with respect to the securities of AMAG Pharmaceuticals, Inc. (the “Issuer”) is hereby amended by this Amendment No. 1. Only those items hereby reported in this Amendment No. 1 are amended and all other items remain unchanged. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Schedule 13D filed with the SEC on October 7, 2011.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended as follows. All other information in Item 2 of the Schedule 13D remains unchanged.
The principal business address of each of the Reporting Persons is 777 Third Avenue, 22nd Floor, New York, NY 10017.
MSMB Capital is organized in Delaware.
Mr. Shkreli’s present principal occupation or employment is serving as the Chief Executive Officer of Retrophin, Inc., a public company.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and restated to read as follows:
As of the date hereof, the Reporting Persons no longer beneficially own any securities of the Issuer and have no plans to engage in the actions described in subparagraphs (b) through (j) of Item 4 to Schedule 13D.
The Reporting Persons may, from time to time and at any time, acquire shares of Common Stock and/or other equity, debt, notes, instruments or other securities and/or derivative securities relating thereto (collectively, “Securities”) of the Issuer in the open market or otherwise. They reserve the right to dispose of any or all of their shares of such Securities in the open market or otherwise, at any time and from time to time, and to engage in any hedging or similar transactions with respect to the Securities.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated to read as follows:
(a)-(b) As of the date hereof, the Reporting Persons no longer beneficially own any securities of the Issuer.
(c) In connection with the dissolution of each of MSMB Capital, MSMB Healthcare, MSMB Investors and MSMB Management, all of the shares of Common Stock beneficially owned by the Reporting Persons were distributed to their respective investors. Such distribution commenced on March 12, 2013 and concluded on April 23, 2013.
(e) On April 23, 2013, the Reporting Persons ceased to beneficially own more than five percent of the Issuer’s outstanding shares of Common Stock.
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.
Dated: May 2, 2013
| | BLOOMFIELD PARTNERS LP
/s/ Martin Shkreli Name: Martin Shkreli Title: Authorized Person
POMPEII MANAGEMENT, LLC
/s/ Martin Shkreli Name: Martin Shkreli Title: Authorized Person
MSMB CAPITAL MANAGEMENT, LLC
/s/ Martin Shkreli Name: Martin Shkreli Title: Managing Member
MSMB HEALTHCARE LP By MSMB Healthcare Investors LLC, its general partner
/s/ Martin Shkreli Name: Martin Shkreli Title: Managing Member
MSMB HEALTHCARE INVESTORS LLC
/s/ Martin Shkreli Name: Martin Shkreli Title: Managing Member |
| | MSMB HEALTHCARE MANAGEMENT LLC
/s/ Martin Shkreli Name: Martin Shkreli Title: Managing Member
/s/ Martin Shkreli Martin Shkreli |
