Amended Statement of Ownership (sc 13g/a)
February 15 2017 - 6:10AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
ARDELYX, INC.
(Name of Issuer)
Common Stock,
par value $0.0001 per share
(Title of Class of
Securities)
039697107
(CUSIP Number)
December 31, 2016
(Date of Event Which
Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
|
¨
|
Rule 13d-1(b)
|
|
x
|
Rule 13d-1(c)
|
|
¨
|
Rule 13d-1(d)
|
*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).
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
RA
Capital Management, LLC
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
¨
|
|
|
|
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
Massachusetts
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
5.
|
Sole Voting Power
0 shares
|
|
|
6.
|
Shared Voting Power
2,103,530 shares
|
|
|
7.
|
Sole Dispositive Power
0 shares
|
|
|
8.
|
Shared Dispositive Power
2,103,530 shares
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
2,103,530 shares
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See
Instructions)
¨
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
4.4%
1
|
|
12.
|
Type of Reporting Person (See Instructions)
IA
|
1
The reporting person is the beneficial owner
of 1,935,305 shares of Common Stock, as well as warrants to acquire 168,225 shares of Common Stock, which together would constitute
approximately 4.4% of the issuer’s Common Stock if the warrants were exercised in full, following the issuance of 168,225
shares of Common Stock in respect of the fully-exercised warrants. The percentage calculation assumes that there are currently
47,301,894 outstanding shares of the Issuer, based on the Issuer’s 10-Q as filed with the Securities and Exchange Commission
(“SEC”) on November 7, 2016.
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Peter
Kolchinsky
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
¨
|
|
|
|
|
|
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 shares
|
|
|
6.
|
Shared Voting Power
2,103,530 shares
|
|
|
7.
|
Sole Dispositive Power
0 shares
|
|
|
8.
|
Shared Dispositive Power
2,103,530 shares
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,103,530 shares
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See
Instructions)
¨
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
4.4%
1
|
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
1
The reporting person is the beneficial owner
of 1,935,305 shares of Common Stock, as well as warrants to acquire 168,225 shares of Common Stock, which together would constitute
approximately 4.4% of the issuer’s Common Stock if the warrants were exercised in full, following the issuance of 168,225
shares of Common Stock in respect of the fully-exercised warrants. The percentage calculation assumes that there are currently
47,301,894 outstanding shares of the Issuer, based on the Issuer’s 10-Q as filed with the Securities and Exchange Commission
(“SEC”) on November 7, 2016.
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
RA
Capital Healthcare Fund, L.P.
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
¨
|
|
|
|
|
|
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 shares
|
|
|
6.
|
Shared Voting Power
1,397,074 shares
|
|
|
7.
|
Sole Dispositive Power
0 shares
|
|
|
8.
|
Shared Dispositive Power
1,397,074 shares
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,397,074 shares
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See
Instructions)
¨
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
2.9%
2
|
|
12.
|
Type of Reporting Person (See Instructions)
PN (Limited
Partnership)
|
2
The reporting person is the beneficial owner
of 1,397,074 shares of Common Stock, as well as warrants to acquire 137,944 shares of Common Stock, which together would constitute
approximately 2.9% of the issuer’s Common Stock if the warrants were exercised in full, following the issuance of 137,944
shares of Common Stock in respect of the fully-exercised warrants. The percentage calculation assumes that there are currently
47,301,894 outstanding shares of the Issuer, based on the Issuer’s 10-Q as filed with the Securities and Exchange Commission
(“SEC”) on November 7, 2016.
(a)
Name of Issuer:
ARDELYX, INC.
(the “Issuer”).
(b)
Address of the Issuer’s Principal Executive Offices:
34175 Ardenwood Blvd., Suite 200, Fremont, CA 94555.
(a)
Name of Person
Filing:
This joint statement on Schedule 13G is being filed by RA Capital Management, LLC (“Capital”), Peter Kolchinsky
and RA Capital Healthcare Fund, L.P. (the “Fund”). Capital, Mr. Kolchinsky and the Fund are collectively referred to
herein as the “Reporting Persons.” Capital is the general partner of the Fund and serves as investment adviser for
a separately managed account (the “Account”). Mr. Kolchinsky is the manager of Capital. As the investment adviser to
the Fund and the Account, Capital may be deemed a beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act
of 1934 (the “Act”), of any securities of the Issuer owned by the Fund or the Account. As the manager of Capital, Mr.
Kolchinsky may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially
owned by Capital. Capital is a registered investment adviser within the meaning of Rule 13d-1(b)(1)(ii)(E) and Rule 16a-1(a)(v),
and Mr. Kolchinsky is a parent or control person of Capital within the meaning of Rule 13d-1(b)(1)(ii)(G) and Rule 16a-1(a)(1)(vii).
Capital and Mr. Kolchinsky disclaim beneficial ownership of the securities reported in this Schedule 13G Statement (the “Statement”)
other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of the Statement shall
not be deemed an admission that either Capital or Mr. Kolchinsky is or was the beneficial owner of such securities for any other
purpose.
(b)
Address of
Principal Business Office:
The principal business office of the Reporting Persons is c/o RA Capital Management, LLC, 20 Park
Plaza, Suite 1200, Boston, MA 02116.
(c)
Citizenship:
Capital is a Massachusetts limited liability company. The Fund is a Delaware limited partnership. Mr. Kolchinsky is a United
States citizen.
(d)
Title
and Class of Securities:
Common stock (“Common Stock”)
(e)
CUSIP
Number:
039697107
|
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:
|
Not applicable.
Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a)
|
Amount Beneficially Owned:
|
|
See the response(s) to Item 9 on the attached cover page(s).
|
|
|
(b)
|
Percent of Class:
|
|
See the response(s) to Item 11 on the attached cover page(s).
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
|
(i)
|
sole power to vote or to direct the vote:
|
|
|
See the response(s) to Item 5 on the attached cover page(s).
|
|
|
|
|
(ii)
|
shared power to vote or to direct the vote
|
|
|
See the response(s) to Item 6 on the attached cover page(s).
|
|
|
|
|
(iii)
|
sole power to dispose or to direct the disposition of
|
|
|
See the response(s) to Item 7 on the attached cover page(s).
|
|
|
|
|
(iv)
|
shared power to dispose or to direct the disposition of
|
|
|
See the response(s) to Item 8 on the attached cover page(s).
|
|
Item 5.
|
Ownership
of Five Percent or Less of a Class:
|
If this statement is being filed to report the fact that as
of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following
x
.
|
Item 6.
|
Ownership
of More than Five Percent on Behalf of Another Person:
|
Not applicable.
|
Item 7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company or Control Person:
|
Not applicable.
|
Item 8.
|
Identification
and Classification of Members of the Group:
|
Not applicable.
|
Item 9.
|
Notice
of Dissolution of Group:
|
Not applicable.
By signing below I hereby certify that,
to the best of my 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.
Exhibits
|
1
|
Joint Filing Agreement by and among the Reporting Persons
is incorporated herein by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange
Commission on July 28, 2016.
|
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.
|
Date: F
ebruary 14
, 2017
|
|
|
|
RA CAPITAL MANAGEMENT, LLC
|
|
|
|
By: /s/ Rajeev Shah
|
|
Rajeev Shah
|
|
Authorized Signatory
|
|
|
|
PETER KOLCHINSKY
|
|
|
|
/s/ Peter Kolchinsky
|
|
|
|
RA CAPITAL HEALTHCARE FUND, L.P.
|
|
|
|
By: RA Capital Management, LLC
|
|
Its: General Partner
|
|
|
|
By: /s/ Rajeev Shah
|
|
Rajeev Shah
|
|
Authorized Signatory
|
Ardelyx (NASDAQ:ARDX)
Historical Stock Chart
From Apr 2024 to May 2024
Ardelyx (NASDAQ:ARDX)
Historical Stock Chart
From May 2023 to May 2024