| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13G | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. )* | |
Synergy Pharmaceuticals, Inc. | |
| (Name of Issuer) | |
Common Stock, par value $0.0001 per share | |
| (Title of Class of Securities) | |
871639308 | |
| (CUSIP Number) | |
November 19, 2015 | |
| (Date of event which requires filing of this statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: | |
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 6 Pages) | |
______________________________
*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 ("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. 871639308 | SCHEDULE 13G | Page 2 of 6 Pages |
| 1 | NAMES OF REPORTING PERSONS Highbridge Capital Management, LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)¨ (b)¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER
6,045,162 shares of Common Stock (including 9,400 shares of Common Stock issuable upon exercise of warrants and 5,697,748 shares of Common Stock issuable upon conversion of convertible notes) | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER
6,045,162 shares of Common Stock (including 9,400 shares of Common Stock issuable upon exercise of warrants and 5,697,748 shares of Common Stock issuable upon conversion of convertible notes) | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,045,162 shares of Common Stock (including 9,400 shares of Common Stock issuable upon exercise of warrants and 5,697,748 shares of Common Stock issuable upon conversion of convertible notes) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1% | |||
| 12 | TYPE OF REPORTING PERSON IA, OO | |||
| CUSIP No. 871639308 | SCHEDULE 13G | Page 3 of 6 Pages |
| Item 1(a). | NAME OF ISSUER: |
| The name of the issuer is Synergy Pharmaceuticals, Inc. (the "Company"). |
| Item 1 | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: |
| The Company's principal executive offices are located at 420 Lexington Avenue, Suite 2012, New York NY 10170. | |
| Item 2(a). | NAME OF PERSON FILING: |
| Item 2 | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
| Item 2 | CITIZENSHIP: |
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| This statement is filed by: | ||
Highbridge Capital Management, LLC 40 West 57th Street, 33rd Floor New York, New York 10019 Citizenship: State of Delaware | ||
| The foregoing person is hereinafter sometimes referred to as the "Reporting Person." | ||
| Item 2 | TITLE OF CLASS OF SECURITIES: |
| Common Stock, par value $0.0001 per share (the "Common Stock"). |
| Item 2 | CUSIP NUMBER: |
| 871639308 |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act, | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act, | |
| (c) | ¨ | Insurance Company as defined in Section 3(a)(19) of the Act, | |
| (d) | ¨ | Investment Company registered under Section 8 of the Investment Company Act of 1940, | |
| (e) | ¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F), | |
| (g) | ¨ | Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G), |
| CUSIP No. 871639308 | SCHEDULE 13G | Page 4 of 6 Pages |
| (h) | ¨ | Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act, | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ___________________________________________ |
| Item 4. | OWNERSHIP. |
(a) Amount beneficially owned:
As of the date hereof, Highbridge Capital Management, LLC, as the trading manager of Highbridge International LLC and Highbridge Tactical Credit & Convertibles Master Fund, L.P. (collectively, the "Highbridge Funds"), may be deemed to be the beneficial owner of 6,045,162 shares of Common Stock (including 9,400 shares of Common Stock issuable upon exercise of warrants and 5,697,748 shares of Common Stock issuable upon conversion of convertible notes) held by the Highbridge Funds.
(b) Percent of class:
Except as set forth below, the percentages used herein and in the rest of this Schedule 13G are calculated based upon 113,673,273 shares of Common Stock outstanding as of November 4, 2015, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015 filed with the Securities and Exchange Commission on November 9, 2015 and assumes the exercise of the reported warrants and the conversion of the reported convertible notes. Therefore, as of the date hereof, Highbridge Capital Management, LLC may be deemed to beneficially own approximately 5.1% of the outstanding shares of Common Stock of the Company.
The foregoing should not be construed in and of itself as an admission by the Reporting Person as to beneficial ownership of the shares of Common Stock held by the Highbridge Funds. |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
| Not applicable. |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
| See Item 2. |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
| Not applicable. |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
| Not applicable. |
| CUSIP No. 871639308 | SCHEDULE 13G | Page 5 of 6 Pages |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP. |
| Not applicable. |
| Item 10. | CERTIFICATION. |
| The Reporting Person hereby makes the following certification: | |
| By signing below the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above 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. |
| CUSIP No. 871639308 | SCHEDULE 13G | Page 6 of 6 Pages |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATED: November 30, 2015
HIGHBRIDGE CAPITAL MANAGEMENT, LLC
By: /s/ John Oliva Name: John Oliva Title: Managing Director |
|