Major Shareholding Notification • Feb 13, 2018
Major Shareholding Notification
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UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)*
(Name of Issuer)
Common Stock, par value \$0.0001 per share (Title of Class of Securities)
74979C808 (CUSIP Number)
December 31, 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).
| (1) | NAME OF REPORTING PERSON | |||
|---|---|---|---|---|
| OPKO Health, Inc. | ||||
| (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||
| (a) (b) |
||||
| (3) | SEC USE ONLY | |||
| (4) CITIZENSHIP OR PLACE OF ORGANIZATION |
||||
| Delaware | ||||
| (5) | SOLE VOTING POWER | |||
| NUMBER OF | (6) | 66,857 * SHARED VOTING POWER |
||
| SHARES | ||||
| BENEFICIALLY OWNED BY |
0 | |||
| EACH REPORTING |
(7) | SOLE DISPOSITIVE POWER | ||
| PERSON WITH |
66,857 * |
|||
| (8) | SHARED DISPOSITIVE POWER | |||
| 0 | ||||
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 66,857 | ||||
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
|||
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|||
| 2.8% | ||||
| (12) TYPE OF REPORTING PERSON CO |
*See Item 4 below.
RXi Pharmaceuticals Corporation
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
257 Simarano Drive, Suite 101, Marlborough, Massachusetts 01752
ITEMS 2(a), 2(b) and 2(c). NAME OF PERSON FILING, ADDRESS OF PRINCIPAL BUSINESS OFFICE AND CITIZENSHIP:
ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, \$0.0001 par value
ITEM 2(e). CUSIP NUMBER: 74979C808
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) Amount beneficially owned:
66,857 shares of Common Stock
66,857 shares of Common Stock
66,857 shares of Common Stock
(iv) shared power to dispose or to direct the disposition of: 0
*As calculated in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended, OPKO beneficially owns 66,857 shares of Common Stock, representing approximately 2.8% of the issued and outstanding shares of the Issuer, as reported by Issuer in its Current Report on Form 8-K, filed on January 5, 2018. This number includes a warrant to purchase 22,222 shares of the Issuer's Common Stock, which warrant is exercisable at any time prior to its expiration (subject to a 4.99% blocker) and expires in December 2021. The Issuer effected a 1 for 10 reverse stock split on January 8, 2018. All numbers presented herein are on a post-reverse stock split basis.
If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following .
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 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 our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
DATED: February 12, 2018 /s/ Kate Inman
OPKO Health, Inc. By: Kate Inman, General Counsel, Secretary
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