SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

 

Eagle Pharmaceuticals, Inc.
(Name of Issuer)
 

Common Stock, $0.001 par value

(Title of Class of Securities)
 

269796 108

(CUSIP Number)

 

Pasquale DeAngelis
ProQuest Associates IV LLC
2430 Vanderbilt Beach Road, 108-190
Naples, FL 34109
(609) 919-3567
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
May 15, 2017
(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* 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 disclosures provided in a prior cover page.

 

The information required on 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. 269796 108 13D Page 2 of 10 Pages

 

1.

Name of Reporting Persons

ProQuest Investments IV, L.P. (“ProQuest”)

2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨
(b) x(1)
3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

WC

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

Sole Voting Power

0

8.

Shared Voting Power

0

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

0

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.

Percent of Class Represented by Amount in Row 11

0.0% (2)

14.

Type of Reporting Person (See Instructions)

PN

 

 

(1) This schedule is filed by ProQuest Investments IV, L.P. (“ProQuest”), ProQuest Associates IV, LLC (“PQA IV”), ProQuest Financial LLC (“PQF”), and Jay Moorin and Alain Schreiber (Messrs. Moorin and Schreiber referred herein collectively as the “Listed Persons”). PQA IV is the General Partner of ProQuest and the Listed Persons are the managing members of PQA and PQF. ProQuest, PQA IV, PQF and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) The percentage is based on an aggregate of 15,298,206 shares of Common Stock outstanding as of May 3, 2017.

 

 

 

 

CUSIP No. 269796 108 13D Page 3 of 10 Pages

 

1.

Name of Reporting Persons

ProQuest Associates IV LLC (“PQA IV”)

2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨
(b) x(1)
3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

AF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

Sole Voting Power

0

8.

Shared Voting Power

0

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

0

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.

Percent of Class Represented by Amount in Row 11

0.0% (2)

14.

Type of Reporting Person (See Instructions)

OO

 

 

(1) This schedule is filed by ProQuest, PQA IV, PQF and the Listed Persons. PQA IV is the General Partner of ProQuest and the Listed Persons are the managing members of PQA and PQF. ProQuest, PQA IV, PQF and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) The percentage is based on an aggregate of 15,298,206 shares of Common Stock outstanding as of May 3, 2017.

 

 

 

CUSIP No. 269796 108 13D Page 4 of 10 Pages

 

1.

Name of Reporting Persons

ProQuest Financial LLC (“PQF”)

2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨
(b) x(1)
3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

WC

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

Sole Voting Power

0

8.

Shared Voting Power

36,777 (2)

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

36,777 (2)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

36,777 (2)

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.

Percent of Class Represented by Amount in Row 11

0.2% (3)

14.

Type of Reporting Person (See Instructions)

OO

 

 

(1) This schedule is filed by ProQuest, PQA IV, PQF and the Listed Persons. PQA IV is the General Partner of ProQuest and the Listed Persons are the managing members of PQA and PQF. ProQuest, PQA IV, PQF and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) Consists of 6,777 shares and currently exercisable options to purchase 30,000 shares of Common Stock.

(3) The percentage is based on an aggregate of 15,298,206 shares of Common Stock outstanding as of May 3, 2017.

 

 

 

 

CUSIP No. 269796 108 13D Page 5 of 10 Pages

 

1.

Name of Reporting Persons

Jay Moorin (“Moorin”)

2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨
(b) x(1)
3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

AF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

Sole Voting Power

0

8.

Shared Voting Power

209,158 (2)

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

209,158 (2)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

209,158 (2)

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.

Percent of Class Represented by Amount in Row 11

1.4% (3)

14.

Type of Reporting Person (See Instructions)

IN

 

 

(1) This schedule is filed by ProQuest, PQA IV, PQF and the Listed Persons. PQA IV is the General Partner of ProQuest and the Listed Persons are the managing members of PQA and PQF. ProQuest, PQA IV, PQF and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) Consists of 6,777 shares owned by PQF, 172,381 shares owned by Moorin directly and through an IRA and currently exercisable options to purchase 30,000 shares of Common Stock held by PQF.

(3) The percentage is based on an aggregate of 15,298,206 shares of Common Stock outstanding as of May 3, 2017.

 

 

 

 

CUSIP No. 269796 108 13D Page 6 of 10 Pages

 

1.

Name of Reporting Persons

Alain Schreiber (“Schreiber”)

2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨
(b) x(1)
3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

AF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

Sole Voting Power

0

8.

Shared Voting Power

185,884 (2)

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

185,884 (2)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

185,884 (2)

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.

Percent of Class Represented by Amount in Row 11

1.2% (3)

14.

Type of Reporting Person (See Instructions)

IN

 

 

(1) This schedule is filed by ProQuest, PQA IV, PQF and the Listed Persons. PQA IV is the General Partner of ProQuest and the Listed Persons are the managing members of PQA and PQF. ProQuest, PQA IV, PQF and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) Consists of 6,777 shares owned by PQF, 149,107 shares owned by Schreiber and currently exercisable options to purchase 30,000 shares of Common Stock held by PQF.

(3) The percentage is based on an aggregate of 15,298,206 shares of Common Stock outstanding as of May 3, 2017.

 

 

 

 

CUSIP No. 269796 108 13D Page 7 of 10 Pages

 

EXPLANATORY NOTE

 

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (the “Amendment No. 5”) amends the Schedule 13D filed on February 21, 2014 and amended on August 19, 2016, September 23, 2016, January 6, 2017 and April 27, 2017 (and as amended by this Amendment No. 5, the “Schedule 13D”), on behalf of the Reporting Persons named in Item 2(a) thereof, as amended. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D shall remain unchanged. All capitalized terms not otherwise defined in this Amendment No. 5 shall have the meanings attributed to such terms in the Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5(b) of the Schedule 13D is hereby amended and restated as follows:

 

(b)

 

(1)          The percentage is calculated based upon 15,298,206 shares of Common Stock outstanding as of May 3, 2017 as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.

 

(2)          PQA IV is the general partner of ProQuest.

 

(3)          The Listed Persons are the managing directors of ProQuest and PQF.  Of the total shares reported on this Schedule 13D, 6,777 are shares held by PQF, 172,381 are shares held by Moorin directly and through an IRA, 149,107 shares are held by Schreiber and 30,000 are shares subject to currently exercisable options held by PQF.  Each Reporting Person disclaims beneficial ownership with respect to these shares except to the extent of his pecuniary interest therein.

 

(4)          The Listed Persons resigned from the Board of Directors of the Issuer on June 29, 2016.

 

Item 5(c) of the Schedule 13D is hereby amended to add the following:

 

(c)          Effective as of May 15, 2017, ProQuest distributed 3,584,087 shares of Common Stock to its partners for no additional consideration. Except as set forth below with respect to the distribution, the exercise of stock options and shares of Common Stock sold on the open market in the ordinary course of business, there have been no transactions in the securities of the Issuer by any of the Reporting Persons during the past sixty (60) days.

 

 

 

 

CUSIP No. 269796 108 13D Page 8 of 10 Pages

  

Sales of Common Stock:

 

Date  Reporting
Person
  Amount Disposed   Price   Price Range for weighted
average prices
 
03/16/17  ProQuest   9,120   $82.08*   $82.00 - $82.45 
03/17/17  ProQuest   38,997   $82.01*   $82.00 - $82.10 
03/20/17  ProQuest   51,883   $82.10*   $82.00 - $82.55 
03/21/17  ProQuest   500   $83.10*   $83.00 - $83.49 
03/23/17  ProQuest   700   $83.01*   $83.00 - $83.07 
03/27/17  ProQuest   37,731   $83.00     
03/27/17  PQF   400   $83.00     
03/27/17  Moorin   1,300   $83.00     
03/28/17  ProQuest   6,182   $83.02*   $83.00 - $83.13 
03/29/17  ProQuest   58,755   $83.01*   $83.00 - $83.11 
03/29/17  PQF   500   $83.01     
03/29/17  Moorin   1,600   $83.01     
03/30/17  ProQuest   6,233   $83.00*   $83.00 - $83.03 
03/31/17  ProQuest   23,689   $83.02*   $83.00 - $83.42 
04/03/17  ProQuest   61,420   $83.13*   $83.00 - $83.51 

 

*Constitutes the weighted average purchase price for multiple transactions. The Reporting Persons will provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding each separate transaction.

 

Exercises of Stock Options (acquisition of shares of Common Stock):

 

Date  Reporting
Person
  Amount of Shares
Acquired upon
Exercise of Options
   Exercise
Price Per
Share
   Aggregate Price 
04/25/17  PQF   2,340   $0.90   $2,106.00 
04/25/17  PQF   2,340   $4.04   $9,453.60 
04/25/17  PQF   2,340   $8.78   $20,545.20 
04/25/17  PQF   2,340   $8.78   $20,545.20 
04/25/17  PQF   2,340   $8.78   $20,545.20 
04/25/17  PQF   3,120   $4.42   $13,790.40 
04/25/17  PQF   9,360   $12.67   $118,591.20 
04/25/17  PQF   10,000   $46.09   $460,900.00 
04/25/17  PQF   20,000   $59.31   $1,189,200.00 

 

 

 

 

CUSIP No. 269796 108 13D Page 9 of 10 Pages

 

Distribution:

 

Date  Reporting
Person
  Number of Shares   Acquired or Disposed
in Distribution
05/15/17  ProQuest   3,584,087   Disposed
05/15/17  Moorin   149,107   Acquired
05/15/17  Schreiber   149,107   Acquired

 

(e)       Item 5(e) of the Schedule 13D is hereby amended and restated as follows:

 

On May 15, 2017, the Reporting Persons ceased to be the beneficial owners, in the aggregate, of more than five percent (5%) of the Common Stock.

 

 

 

 

CUSIP No. 269796 108 13D Page 10 of 10 Pages

 

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:  May 15, 2017  
   

PROQUEST INVESTMENTS IV, L.P.

 

PROQUEST ASSOCIATES IV LLC
  By: ProQuest Associates IV LLC  
    its General Partner By:  /s/ Pasquale DeAngelis
    Name: Pasquale DeAngelis
  By:  /s/ Pasquale DeAngelis     Title: Managing Member
    Name: Pasquale DeAngelis  
    Title: Managing Member  
   
PROQUEST FINANCIAL LLC *
  JAY MOORIN
   
  By:  /s/ Pasquale DeAngelis    
    Name: Pasquale DeAngelis  
    Title: Administrative Partner *
      ALAIN SCHREIBER
       
  *By:   /s/ Pasquale DeAngelis  
    Pasquale DeAngelis, Attorney-in-Fact  
    Power of attorney filed as an exhibit hereto