Amended Statement of Ownership (sc 13g/a)
August 14 2017 - 2:45PM
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)
|
Peregrine
Pharmaceuticals, Inc.
|
(Name
of Issuer)
|
Common
Stock ($0.001 par value)
|
(Title
of Class of Securities)
|
713661502
|
(CUSIP
Number)
|
July
11, 2017
|
(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)
|
|
|
|
|
☒
|
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).
CUSIP
No
.
|
713661502
|
|
Page
2 of 9
|
1
|
NAME
OF REPORTING PERSONS
Tappan Street Partners LLC
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 45-2662859
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
2,231,577*
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
2,231,577*
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,231,577
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.95%†
|
|
12
|
TYPE
OF REPORTING PERSON
IA
|
|
|
|
|
|
|
*
Tappan Street Partners LLC is the investment manager of the Tappan Street Partners Fund L.P. (the “Fund”) and the
Tappan Street Partners Ideas Fund L.P. (the "Ideas Fund" and together with the Fund, the “Funds”) in which
such shares referred to above are held. As a result, Tappan Street Partners LLC possesses the power to vote and dispose or direct
the disposition of all the shares owned by the Funds. Thus, Tappan Street Partners LLC may be deemed to beneficially own a total
of 2,231,577 shares.
†Based
on a total of 45,069,188 Shares outstanding of the Issuer as of July 11, 2017, as set forth in the Issuer’s most recent
Form 10-K, filed July 14, 2017.
CUSIP
No
.
|
713661502
|
|
Page
3 of 9
|
1
|
NAME
OF REPORTING PERSONS
Tappan Street Partners Fund L.P.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 45- 2663014
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
1,540,000
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
1,540,000
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,540,000
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.42%†
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
|
†Based
on a total of 45,069,188 Shares outstanding of the Issuer as of July 11, 2017, as set forth in the Issuer’s most recent
Form 10-K, filed July 14, 2017.
CUSIP
No
.
|
713661502
|
|
Page
4 of 9
|
1
|
NAME
OF REPORTING PERSONS
Tappan
Street Partners Ideas Fund L.P.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-1702999
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
691,577
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
691,577
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
691,577
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.53%†
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
|
†Based
on a total of 45,069,188 Shares outstanding of the Issuer as of July 11, 2017, as set forth in the Issuer’s most recent
Form 10-K, filed July 14, 2017.
CUSIP
No
.
|
713661502
|
|
Page
5 of 9
|
1
|
NAME
OF REPORTING PERSONS
Prasad Phatak
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(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
67,107
|
|
6
|
SHARED
VOTING POWER
2,231,577*
|
|
7
|
SOLE
DISPOSITIVE POWER
67,107
|
|
8
|
SHARED
DISPOSITIVE POWER
2,231,577*
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,298,684*
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.10%†
|
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
|
|
*
Mr. Phatak is the managing member of Tappan Street Partners LLC. As a result, Mr. Phatak possesses the power to vote and dispose
or direct the disposition of all the shares beneficially owned by Tappan Street Partners LLC as investment manager to the Funds.
Mr. Phatak disclaims beneficial ownership of any of the shares held by the Funds.
†Based
on a total of 45,069,188 Shares outstanding of the Issuer as of July 11, 2017, as set forth in the Issuer’s most recent
Form 10-K, filed July 14, 2017.
CUSIP
No
.
|
713661502
|
|
Page
6 of 9
|
Item
1(a).
|
|
Name
of Issuer:
Peregrine Pharmaceuticals, Inc
.
|
|
|
|
Item
1(b).
|
|
Address
of Issuer’s Principal Executive Offices:
14282 Franklin Avenue,
Tustin,
California 92780
|
|
|
|
Item
2(a).
|
|
Name
of Person Filing:
Tappan Street Partners LLC
|
|
|
Tappan
Street Partners Fund L.P.
|
|
|
Tappan
Street Partners Ideas Fund L.P.
|
|
|
Prasad
Phatak
|
|
|
|
Item
2(b).
|
|
Address
of Principal Business Office or, if None, Residence:
|
|
|
33
Irving Place, Third Floor, New York, NY 10003
|
|
|
|
Item
2(c).
|
|
Citizenship:
Tappan Street Partners, LLC is a Delaware limited liability company. Tappan Street Partners Fund, L.P. is a Delaware limited
partnership. Tappan Street Partners Ideas Fund, L.P. is a Delaware limited partnership. Mr. Phatak is a United States citizen.
|
|
|
|
Item
2(d).
|
|
Title
of Class of Securities:
Common Stock ($0.001 par value)
|
|
|
|
Item
2(e).
|
|
CUSIP
Number:
731661502
|
|
|
|
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 (15 U.S.C. 78o).
|
|
|
|
|
|
(b)
|
☐
|
Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
(c)
|
☐
|
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
(d)
|
☐
|
Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
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|
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(e)
|
☐
|
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
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|
|
|
(f)
|
☐
|
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
(g)
|
☐
|
A
parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);
|
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|
|
|
|
(h)
|
☐
|
A
savings association 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 (15 U.S.C. 80a-3);
|
|
|
|
|
|
(j)
|
☐
|
Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
|
CUSIP
No
.
|
713661502
|
|
Page
7 of 9
|
Item
4.
|
Ownership.
|
|
|
|
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:
Aggregate of all filers—2,298,684
|
|
|
Tappan
Street Partners LLC —2,231,577
|
|
|
Tappan
Street Partners Fund L.P. —1,540,000
|
|
|
Tappan
Street Partners Ideas Fund L.P. —691,577
|
|
|
Prasad
Phatak—2,298,684*
|
|
|
|
|
(b)
|
Percent
of class:
Aggregate of all filers—5.10%
|
|
|
Tappan
Street Partners LLC—4.95%
|
|
|
Tappan
Street Partners Fund L.P.—3.42%
|
|
|
Tappan
Street Partners Ideas Fund L.P. ——1.53%
|
|
|
Prasad
Phatak—5.10%*
|
|
|
|
|
(c)
|
Number
of shares as to which such person has:
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote:
|
|
|
|
Tappan
Street Partners LLC —0
|
|
|
|
Tappan
Street Partners Fund L. P. —0
|
|
|
|
Tappan
Street Partners Ideas Fund L. P. —0
|
|
|
|
Prasad
Phatak—67,107
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote:
|
|
|
|
Tappan
Street Partners LLC —2,231,577
|
|
|
|
Tappan
Street Partners Fund L. P. —1,540,000
|
|
|
|
Tappan
Street Partners Ideas Fund L. P. —691,577
|
|
|
|
Prasad
Phatak—2,231,577*
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
|
|
|
Tappan
Street Partners LLC —0
|
|
|
|
Tappan
Street Partners Fund L. P. —0
|
|
|
|
Tappan
Street Partners Ideas Fund L. P. —0
|
|
|
|
Prasad
Phatak—67,107
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
|
|
|
|
Tappan
Street Partners LLC —2,231,577
|
|
|
|
Tappan
Street Partners Fund L. P. —1,540,000
|
|
|
|
Tappan
Street Partners Ideas Fund L. P. —691,577
|
|
|
|
Prasad
Phatak—2,231,577*
|
|
|
|
|
|
|
|
|
*Mr.
Phatak is the managing member of Tappan Street Partners LLC. As a result, Mr. Phatak possesses the power to vote and dispose or
direct the disposition of all the shares beneficially owned by Tappan Street Partners LLC as investment manager to the Funds.
Mr. Phatak disclaims beneficial ownership of any of the shares held by the Funds.
CUSIP
No
.
|
713661502
|
|
Page
8 of 9
|
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 ☐
|
|
|
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
|
|
|
Item
10.
|
Certification.
|
By
signing below I 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, other than
activities solely in connection with a nomination under § 240.14a-11.
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:
|
August
14, 2017
|
|
|
Signature:
|
/s/ Prasad
Phatak
|
Name:
|
Prasad
Phatak
|
|
|
TAPPAN
STREET PARTNERS FUND L.P.
Date:
August
14, 2017
|
|
By:
|
/s/
Prasad Phatak
|
Name:
|
Prasad
Phatak
|
Title:
|
Managing
Member of Tappan Street Partners LLC, investment adviser to Tappan Street Partners Fund L.P.
|
|
TAPPAN
STREET PARTNERS IDEAS FUND L.P.
Date:
August
14, 2017
|
By:
|
/s/
Prasad Phatak
|
Name:
|
Prasad
Phatak
|
Title:
|
Managing
Member of Tappan Street Partners LLC, investment adviser to Tappan Street Partners Ideas Fund L.P.
|
|
TAPPAN
STREET PARTNERS, LLC
Date:
August
14, 2017
|
|
|
By:
|
/s/
Prasad Phatak
|
Name:
|
Prasad
Phatak
|
Title:
|
Managing
Member of Tappan Street Partners LLC
|
CUSIP
No
.
|
713661502
|
|
Page
9 of 9
|
EXHIBIT
A
Joint
Filing Agreement
The
Undersigned agree that the statements on Schedule 13G with respect to the common stock of Peregrine Pharmaceuticals, Inc. dated
as of August ___, 2017, is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of them
pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date:
|
August
14, 2017
|
|
Signature:
|
/s/ Prasad
Phatak
|
Name:
|
Prasad
Phatak
|
|
|
TAPPAN
STREET PARTNERS FUND L.P.
Date:
August
14, 2017
|
|
By:
|
/s/
Prasad Phatak
|
Name:
|
Prasad
Phatak
|
Title:
|
Managing
Member of Tappan Street Partners LLC Investment Adviser to Tappan Street Partners Fund L.P.
|
|
TAPPAN
STREET PARTNERS IDEAS FUND L.P.
Date:
August
14, 2017
|
|
By:
|
/s/
Prasad Phatak
|
Name:
|
Prasad
Phatak
|
Title:
|
Managing
Member of Tappan Street Partners LLC Investment Adviser to Tappan Street Partners Ideas Fund L.P.
|
|
TAPPAN
STREET PARTNERS LLC
Date:
August
14, 2017
|
|
|
By:
|
/s/
Prasad Phatak
|
Name:
|
Prasad
Phatak
|
Title:
|
Managing
Member of Tappan Street Partners LLC
|
|
|
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