CUSIP No. 71426V108
|
SCHEDULE 13D |
Page 2 of 11
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Aisling Capital III, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (see instructions)
OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
2,218,008
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
2,218,008
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,218,008
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8% (1)
|
|
14
|
TYPE OF REPORTING PERSON (see instructions)
PN
|
(1)
|
Based on 38,604,389 shares of the Issuer’s common stock, consisting of (i) 38,386,381 shares of the Issuer’s common stock issued and outstanding as of February 25, 2015, as reported in the Issuer’s Current Report on Form 10-K filed with the SEC on March 2, 2015 and (ii) 218,008 shares of the Issuer’s common stock issuable upon the conversion of $2,500,000 aggregate principal amount of the Issuer’s 4.25% Convertible Senior Notes due 2021 beneficially owned by the Reporting Persons.
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CUSIP No. 71426V108
|
SCHEDULE 13D |
Page 3 of 11
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Aisling Capital Partners III, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (see instructions)
OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
2,218,008
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
2,218,008
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,218,008
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
|
|
14
|
TYPE OF REPORTING PERSON (see instructions)
PN
|
CUSIP No. 71426V108
|
SCHEDULE 13D |
Page 4 of 11
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Aisling Capital Partners III LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (see instructions)
OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
2,218,008
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
2,218,008
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,218,008
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
|
|
14
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
CUSIP No. 71426V108
|
SCHEDULE 13D |
Page 5 of 11
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Steve Elms
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (see instructions)
OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
o |
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
2,218,008
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
2,218,008
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,218,008
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
|
|
14
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
CUSIP No. 71426V108
|
SCHEDULE 13D |
Page 6 of 11
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Dennis Purcell
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (see instructions)
OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
o |
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
2,218,008
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
2,218,008
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,218,008
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
|
|
14
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
CUSIP No. 71426V108
|
SCHEDULE 13D |
Page 7 of 11
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Andrew Schiff
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (see instructions)
OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
o |
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
2,218,008
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
2,218,008
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,218,008
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
|
|
14
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
CUSIP No. 71426V108
|
Page 8 of 11
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CUSIP No. 71426V108
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Page 9 of 11
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CUSIP No. 71426V108
|
Page 10 of 11
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Exhibit 1:
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Joint Filing Agreement dated as of August 8, 2011, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).
|
Exhibit 2:
|
Side Letter Agreement dated as of April 21, 2015, by and between Steve Elms and Jefferies LLC.
|
Exhibit 3:
|
Side Letter Agreement dated as of April 21, 2015, by and between Aisling Capital LLC and Jefferies LLC.
|
Exhibit 4:
|
Lock-Up Agreement dated as of April 21, 2015, by and between Steve Elms and Jefferies LLC.
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CUSIP No. 71426V108
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Page 11 of 11
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AISLING CAPITAL III, LP
|
|||
By:
|
Aisling Capital Partners III, LP
|
||
General Partner
|
|||
By:
|
Aisling Capital Partners III LLC
|
||
General Partner
|
|||
By:
|
/s/ Dennis Purcell | ||
Name: Dennis Purcell
|
|||
Title: Managing Member
|
|||
AISLING CAPITAL PARTNERS III, LP
|
|||
By:
|
Aisling Capital Partners III LLC
|
||
General Partner
|
|||
By:
|
/s/ Dennis Purcell | ||
Name: Dennis Purcell
|
|||
Title: Managing Member
|
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AISLING CAPITAL PARTNERS III LLC
|
By:
|
/s/ Dennis Purcell | |
Name: Dennis Purcell
|
||
Title: Managing Member
|
/s/ Steve Elms
|
|
Steve Elms
|
|
/s/ Dennis Purcell
|
|
Dennis Purcell
|
|
/s/ Andrew Schiff
|
|
Andrew Schiff
|
Re: | Discretionary Authority Relating to Aisling Capital III, LP’s Holdings of Securities of Pernix Therapeutics Holdings, Inc. |
Very truly yours,
|
||
By:
|
/s/ Steve Elms | |
Name:
|
Steve Elms
|
|
Title:
|
By:
|
/s/ Curtis Colyer | |
Name:
|
Curtis Colyer | |
Title:
|
Re: | Discretionary Authority Relating to Holdings of Pernix Therapeutics Holdings, Inc. |
Very truly yours,
|
||
AISLING CAPITAL, LLC
|
||
By:
|
/s/ Lloyd Appel | |
Name:
|
Lloyd Appel
|
|
Title:
|
CFO |
By:
|
/s/ Curtis Colyer | |
Name:
|
Curtis Colyer | |
Title:
|
By:
|
/s/ Steve Elms
|
|
|
Signature
|
|
Steve Elms
|
|