Look at the AKSY disclosure:
Item 2. Identity and Background
(a) This Statement is filed as a joint statement pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act") by
(i) Durus Capital Management, LLC ("Capital"), a Delaware limited liability company, in respect of shares held by Durus Life Sciences Master Fund Ltd.
("MF"), over which shares Capital has sole voting and dispositive power, (ii) Durus Capital Management (N.A.), LLC ("Management"), in respect of shares held by Artal Long Biotech Portfolio LLC ("Artal"), over which shares Management has sole voting and dispositive power, and (iii) Scott Sacane, the Managing Member of Capital and Managing Director of Management (Capital, Mr. Sacane and Management are hereinafter collectively referred to as the "Reporting Persons").
The Reporting Persons are making a group filing because, due to the relationships between them, the Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d)(3) of the Exchange Act.
In a quick 10kwizard search through previous filings, this is the first time that these entities have been aggregated - "Artal" and "Durus" never before appear together in a filing.
So my theory is that these funds (Durus and Artal) were each merrily buying the ESPR or AKSY shares not realizing that because of their common control they needed to be bundled together (with Sacane's own holdings thrown in to boot).
Just a theory, of course, but one that makes much more sense to me than Sacane simply "overlooking" these big purchases (the "dumb theory") or even deliberately manipulating the stock by buys in one group so as to take profit in the other (the "evil theory"). So my vote instead is for the "incompetent lawyer" theory - someone forgot to advise Sacane of the provisions of the Section 16 grouping (attribution) sections.
Peter |
