Amended Statement of Ownership (sc 13g/a)
February 17 2015 - 9:24AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
VIVUS, Inc.
(Name of
Issuer)
Common Stock
(Title of Class of Securities)
928551100
(CUSIP Number)
December 31, 2014
(Date of Event which
Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule 13d-1(b)1
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting persons 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 The Reporting Persons initially reported their beneficial
ownership in the Common Stock of VIVUS, Inc. on Schedule 13G filed under Rule
13d-1(c) under the Act. Having since determined that their reporting obligation
under Section 13(d) of the Act is required by Rule 13d-1(b), the Reporting
Persons are reporting their beneficial ownership on Schedule 13G filed under
Rule 13d-1(b) under the Act.
SCHEDULE 13G
1
|
Names of Reporting
Persons
Passport Capital, 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
Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting Person With: |
5
|
Sole Voting Power
0 |
6
|
Shared Voting Power
168,260 (See Item 2) |
7
|
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
168,260 (See Item 2) |
9
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
168,260 (See Item 2)
|
10
|
Check box 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)
IA |
|
Page 2 of 7
SCHEDULE 13G
1
|
Names of Reporting
Persons
John H. Burbank III |
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 of America |
Number of
Shares Beneficially
Owned by Each
Reporting Person With:
|
5 |
Sole Voting Power
0 |
6
|
Shared Voting Power
168,260 (See Item 2) |
7
|
Sole Dispositive Power
0 |
8
|
Shared Dispositive Power
168,260 (See Item 2) |
9
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
168,260 (See Item 2)
|
10
|
Check box 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)
IN |
|
Page 3 of 7
Item 1. |
|
|
(a) |
Name of Issuer: VIVUS, Inc. |
|
|
(b) |
Address of Issuers Principal Executive
Offices: |
|
351 East Evelyn Avenue |
|
Mountain View, CA 94041 |
Item 2. |
|
|
|
|
Name of Person Filing: |
|
|
|
|
Passport Capital, LLC (Passport
Capital); and |
|
John H. Burbank III (Burbank,
together with Passport Capital, the Reporting Persons). |
|
|
|
|
Passport Capital is the investment manager to a certain
fund (the Fund). The Fund is the owner of record of certain underlying
convertible bonds that convert to an aggregate of 168,260 Shares. The Fund
does not individually own (beneficially or of record) more than 5% of a
class of the Issuers equity securities that are registered under Section
12 of the Securities Exchange Act of 1934, as amended. Under the terms of
the relevant investment management agreement, Passport Capital has the
right to dispose of and vote the Shares owned of record by the Fund.
Burbank is the sole managing member of Passport Capital. As a result, each
of Passport Capital and Burbank may be considered to share (i) the power
to vote or direct the vote of and (ii) the power to dispose or direct the
disposition of, the Shares owned of record by the Fund. This statement on
Schedule 13G shall not be construed as an admission that the Fund is the
beneficial owner of the Shares covered by this statement. |
|
|
|
(a) |
Address of Principal Business
Office or, if None, Residence: |
|
|
|
|
For each Reporting Person: |
|
c/o
Passport Capital, LLC |
|
One
Market Street, Steuart Tower, Suite 2200 |
|
San
Francisco, CA 94105 |
|
|
|
(b) |
Citizenship: |
|
|
|
|
|
See row 4 of each Reporting Persons
respective cover page. |
|
|
|
(c) |
Title and Class of Securities: |
|
|
|
|
Common Stock |
|
|
|
(d) |
CUSIP No.: |
928551100 |
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: |
|
|
(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; |
Page 4 of 7
|
(d) |
[_] |
Investment company registered under Section 8 of the
Investment Company Act of 1940; |
|
|
|
|
|
(e) |
[X] |
An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E); |
|
|
|
|
|
(f) |
[_] |
An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F); |
|
|
|
|
|
(g) |
[X] |
A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G); |
|
|
|
|
|
(h) |
[_] |
A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
|
|
(i) |
[_] |
A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of
1940; |
|
|
|
|
|
(j) |
[_] |
A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J); |
|
|
|
|
|
(k) |
[_] |
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If
filing as a non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
|
|
|
|
|
|
|
____ |
Item 4. Ownership |
|
|
(a) |
Amount Beneficially Owned: |
|
|
|
See disclosure in Item 2 hereof. |
|
|
(b) |
Percent of Class: |
|
|
|
See Item 11 of each Reporting
Persons respective cover page. |
|
|
(c) |
Number of shares as to which such
person has: |
|
|
|
See Items 5-8 of each Reporting
Persons respective cover page. |
|
|
|
(i) |
Sole power to vote or to direct the
vote: |
|
|
|
|
(ii) |
Shared power to vote or to direct the
vote: |
|
|
|
|
(iii) |
Sole power to dispose or to direct the
disposition of: |
|
|
|
|
(iv) |
Shared power to dispose or to direct the
disposition of: |
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. |
See disclosure in Item 2 hereof. The
Fund is known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, certain of the Shares covered
by this Statement that may be deemed to be beneficially owned by the Reporting
Persons.
Page 5 of 7
Item 7. |
Identification and classification of the
subsidiary which acquired the security being reported on by the
parent holding company or control person. |
|
|
|
See disclosure in Item 2 hereof. |
|
|
Item 8. |
Identification and classification of members
of the group. |
|
|
|
Not Applicable. |
|
|
Item 9. |
Notice of Dissolution of Group. |
|
|
|
Not Applicable. |
|
|
Item 10. |
Certifications. |
|
|
|
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were acquired and
are held in the ordinary course of business and 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, other than activities solely in connection with a
nomination under 240.14a-11. |
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: February 17, 2015
PASSPORT CAPITAL, LLC |
|
|
By: |
/s/
JOHN H. BURBANK III |
|
John H. Burbank III, |
|
Managing Member |
|
|
JOHN H. BURBANK III |
|
|
By: |
By:
/s/ JOHN H. BURBANK III |
Page 6 of 7
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, the undersigned agree to the joint filing on behalf of
each of them the statement on Schedule 13G to which this agreement is attached
as an exhibit.
The undersigned further agree that each party hereto is
responsible for the timely filing of such Schedule 13G and any amendments
thereto, and for the completeness and accuracy of the information concerning
such party contained therein; provided, however, that no party is responsible
for the completeness or accuracy of the information concerning any other party
making the filing, unless such party knows or has reason to believe that such
information is inaccurate.
IN WITNESS WHEREOF, the parties have executed this Joint Filing
Agreement on February 17, 2015.
PASSPORT CAPITAL, LLC |
|
By: |
/s/ JOHN H. BURBANK III |
|
John H. Burbank III, |
|
Managing Member |
|
|
JOHN H. BURBANK III |
|
By: |
/s/
JOHN H. BURBANK III |
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
Page 7 of 7
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