Longboard Pharmaceuticals, Inc.
|
(Name of Issuer)
|
Voting Common Stock, par value $0.0001 per share
|
(Title of Class of Securities)
|
54300N103
|
(Cusip Number)
|
December 31, 2023
|
(Date of Event which Requires Filing of this Statement)
|
☐
|
Rule 13d-1(b)
|
⌧
|
Rule 13d-1(c)
|
☐
|
Rule 13d-1(d)
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Zone II Healthcare Holdings, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,560,500 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 1,759,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 645,490 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
1,205,990 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
1,205,990 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,205,990 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Partners, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,560,500 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 1,759,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 645,490 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
180,500
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
180,500
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,500
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.8%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,560,500 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 1,759,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 645,490 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
218,100
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
218,100
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,100
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners II, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,560,500 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 1,759,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 645,490 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
66,400
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
66,400
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,400
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners III, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,560,500 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 1,759,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 645,490 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
37,400
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
37,400
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,400
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Four Crossings Institutional Partners V, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,560,500 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 1,759,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 645,490 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
44,100
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
44,100
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,100
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Offshore Investors II, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,560,500 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 1,759,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 645,490 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
352,200
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
352,200
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
352,200
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital F5 Master I, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,560,500 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 1,759,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 645,490 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
81,100
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
81,100
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,100
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital (AM) Investors, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,560,500 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 1,759,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 645,490 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
20,200
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
20,200
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,200
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Management, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,560,500 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 1,759,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 645,490 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
1,205,990 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
1,205,990 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,205,990 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Partners, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,560,500 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 1,759,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 645,490 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
918,900
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
918,900
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
918,900
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.3%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Institutional (GP) V, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,560,500 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 1,759,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 645,490 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
44,100
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
44,100
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,100
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Farallon F5 (GP), L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,560,500 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 1,759,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 645,490 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
81,100
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
81,100
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,100
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Joshua J. Dapice
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,560,500 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 1,759,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 645,490 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
2,205,990 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
2,205,990 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,205,990 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Philip D. Dreyfuss
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,560,500 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 1,759,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 645,490 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
2,205,990 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
2,205,990 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,205,990 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Hannah E. Dunn
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,560,500 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 1,759,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 645,490 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
2,205,990 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
2,205,990 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,205,990 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Michael B. Fisch [See Item 2]
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,560,500 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 1,759,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 645,490 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
-0-
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
-0-
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Richard B. Fried
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,560,500 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 1,759,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 645,490 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
2,205,990 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
2,205,990 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,205,990 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Varun N. Gehani
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,560,500 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 1,759,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 645,490 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
2,205,990 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
2,205,990 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,205,990 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Nicolas Giauque
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,560,500 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 1,759,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 645,490 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
France
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
2,205,990 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
2,205,990 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,205,990 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
David T. Kim
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,560,500 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 1,759,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 645,490 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
2,205,990 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
2,205,990 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,205,990 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Michael G. Linn
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,560,500 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 1,759,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 645,490 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
2,205,990 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
2,205,990 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,205,990 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Rajiv A. Patel
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,560,500 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 1,759,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 645,490 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
2,205,990 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
2,205,990 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,205,990 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Thomas G. Roberts, Jr.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,560,500 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 1,759,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 645,490 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
2,205,990 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
2,205,990 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,205,990 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Edric C. Saito
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,560,500 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 1,759,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 645,490 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
2,205,990 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
2,205,990 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,205,990 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
William Seybold
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,560,500 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 1,759,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 645,490 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
2,205,990 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
2,205,990 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,205,990 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Daniel S. Short
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,560,500 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 1,759,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 645,490 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
2,205,990 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
2,205,990 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,205,990 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Andrew J. M. Spokes
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,560,500 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 1,759,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 645,490 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
2,205,990 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
2,205,990 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,205,990 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
John R. Warren
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,560,500 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 1,759,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 645,490 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
2,205,990 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
2,205,990 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,205,990 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Mark C. Wehrly
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 1,560,500 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 1,759,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 645,490 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
2,205,990 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
2,205,990 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,205,990 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
Item 1. |
Issuer
|
Item 2. |
Identity and Background
|
(i)
|
Zone II Healthcare Holdings, LLC, a Delaware limited liability company (“ZIIHH LLC”), with respect to the Shares held by it and the Shares it has the right to acquire upon the conversion of Non-Voting Shares.
|
(ii)
|
Farallon Capital Partners, L.P., a California limited
partnership (“FCP”), with respect to the Shares held by it;
|
(iii)
|
Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), with respect to the Shares held by it;
|
(iv)
|
Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP II”), with respect to the Shares held by it;
|
(v)
|
Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), with respect to the Shares held by it;
|
(vi)
|
Four Crossings Institutional Partners V, L.P., a Delaware limited partnership (“FCIP V”), with respect to the Shares held by it;
|
(vii)
|
Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership (“FCOI II”), with respect to the Shares held by it;
|
(viii)
|
Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership (“F5MI”), with respect to the Shares held by it; and
|
(ix)
|
Farallon Capital (AM) Investors, L.P., a Delaware limited partnership (“FCAMI”), with respect to the Shares held by it.
|
(x)
|
Farallon Capital Management, L.L.C., a Delaware limited
liability company (the “Management Company”), which is the
manager of ZIIHH LLC, with respect to the Shares held by ZIIHH LLC and
the Shares ZIIHH LLC has the right to acquire upon the conversion of Non-Voting Shares.
|
(xi)
|
Farallon Partners, L.L.C., a Delaware limited
liability company (the “Farallon General Partner”), which is
(i) the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI, and (ii) the sole member of the FCIP V General Partner (as defined below), with respect to the Shares held by each of the Farallon Funds other
than F5MI.
|
(xii)
|
Farallon Institutional (GP) V, L.L.C., a Delaware limited liability company (the “FCIP V General Partner”), which is the general partner of FCIP V, with respect to the Shares held by FCIP V.
|
(xiii)
|
Farallon F5 (GP), L.L.C., a Delaware limited liability company (the “F5MI General Partner”), which is the general partner of F5MI, with respect to the Shares held by F5MI.
|
(xiv)
|
The following persons, each of whom is a managing
member or senior managing member, as the case may be, of the Management Company and the Farallon General Partner, and a manager or senior manager, as the case may be, of the FCIP V General Partner and the F5MI General Partner, with respect to the Shares held by ZIIHH LLC and the Farallon Funds and the
Shares ZIIHH LLC has the right to acquire upon the conversion of Non-Voting Shares: Joshua J. Dapice (“Dapice”); Philip D. Dreyfuss (“Dreyfuss”); Hannah E. Dunn (“Dunn”); Richard B. Fried (“Fried”); Varun N. Gehani (“Gehani”); Nicolas Giauque (“Giauque”); David T. Kim (“Kim”); Michael G. Linn (“Linn”); Rajiv A. Patel (“Patel”); Thomas G. Roberts, Jr. (“Roberts”); Edric C. Saito (“Saito”);
William Seybold (“Seybold”); Daniel S. Short (“Short”); Andrew J. M. Spokes (“Spokes”); John R. Warren (“Warren”); and Mark C. Wehrly (“Wehrly”).
|
Item 3. |
If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c),
Check Whether the Person Filing Is an Entity Specified in (a) - (k):
|
Item 4. |
Ownership
|
Item 5. |
Ownership of Five Percent or Less of a Class
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
|
Item 8. |
Identification and Classification of Members of the Group
|
Item 9. |
Notice of Dissolution of Group
|
Item 10. |
Certification
|
/s/ Hannah E. Dunn
|
|
FARALLON CAPITAL MANAGEMENT, L.L.C.,
|
|
On its own behalf and
|
|
As the Manager of
|
|
ZONE II HEALTHCARE HOLDINGS, LLC
|
|
By Hannah E. Dunn, Managing Member
|
|
/s/ Hannah E. Dunn
|
|
FARALLON PARTNERS, L.L.C.,
|
|
On its own behalf and
|
|
As the General Partner of
|
|
FARALLON CAPITAL PARTNERS, L.P.,
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
|
|
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P., and
|
|
FARALLON CAPITAL (AM) INVESTORS, L.P.
|
|
By Hannah E. Dunn, Managing Member
|
|
/s/ Hannah E. Dunn
|
|
FARALLON INSTITUTIONAL (GP) V, L.L.C.,
|
|
On its own behalf and
|
|
As the General Partner of
|
|
FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.
|
|
By Hannah E. Dunn, Manager
|
|
/s/ Hannah E. Dunn
|
|
FARALLON F5 (GP), L.L.C.,
|
|
On its own behalf and
|
|
As the General Partner of
|
|
FARALLON CAPITAL F5 MASTER I, L.P.
|
|
By Hannah E. Dunn, Manager
|
|
/s/ Hannah E. Dunn
|
|
Hannah E. Dunn, individually and as attorney-in-fact for each of Joshua J. Dapice, Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, Varun N. Gehani,
Nicolas Giauque, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Edric C. Saito, William Seybold, Daniel S. Short, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly
|
EXHIBIT 1
|
Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
|
/s/ Hannah E. Dunn
|
|
FARALLON CAPITAL MANAGEMENT, L.L.C.,
|
|
On its own behalf and
|
|
As the Manager of
|
|
ZONE II HEALTHCARE HOLDINGS, LLC
|
|
By Hannah E. Dunn, Managing Member
|
|
/s/ Hannah E. Dunn
|
|
FARALLON PARTNERS, L.L.C.,
|
|
On its own behalf and
|
|
As the General Partner of
|
|
FARALLON CAPITAL PARTNERS, L.P.,
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
|
|
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P., and
|
|
FARALLON CAPITAL (AM) INVESTORS, L.P.
|
|
By Hannah E. Dunn, Managing Member
|
|
/s/ Hannah E. Dunn
|
|
FARALLON INSTITUTIONAL (GP) V, L.L.C.,
|
|
On its own behalf and
|
|
As the General Partner of
|
|
FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.
|
|
By Hannah E. Dunn, Manager
|
|
/s/ Hannah E. Dunn
|
|
FARALLON F5 (GP), L.L.C.,
|
|
On its own behalf and
|
|
As the General Partner of
|
|
FARALLON CAPITAL F5 MASTER I, L.P.
|
|
By Hannah E. Dunn, Manager
|
|
/s/ Hannah E. Dunn
|
|
Hannah E. Dunn, individually and as attorney-in-fact for each of Joshua J. Dapice, Philip D. Dreyfuss, Richard B. Fried, Varun N. Gehani, Nicolas Giauque,
David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Edric C. Saito, William Seybold, Daniel S. Short, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly
|