Amended Statement of Beneficial Ownership (sc 13d/a)
09 Septembre 2013 - 10:21PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange
Act of 1934
(Amendment No. 9)*
PROLOR
BIOTECH, INC.
(Name of Issuer)
Common
stock, par value $0.00001 per share
(Title of Class of Securities)
607826104
(CUSIP Number)
Steven D. Rubin,
Esq.
c/o OPKO Health, Inc.
4400 Biscayne Boulevard
Miami, Florida 33137
Telephone: (305) 575-6015
(Name, address and telephone number
of person
authorized to receive notices and communications)
August
29, 2013
(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 which is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 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(b) 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 the 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 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 Number: 607826104
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1
|
NAME OF REPORTING PERSONS
Phillip Frost, M.D.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
x
|
|
|
(b)
|
¨
|
|
|
3
|
SEC USE ONLY
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4
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SOURCE OF FUNDS
N/A
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
|
SOLE VOTING POWER
|
0
|
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8
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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 BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES **
|
¨
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
IN
|
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CUSIP Number: 607826104
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1
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NAME OF REPORTING PERSONS
Frost Gamma Investments Trust
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
x
|
|
|
(b)
|
¨
|
|
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
N/A
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
State
of Florida
|
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 BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES **
|
¨
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
OO
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ITEM
1. Security and Issuer
This Amendment
No. 9 to Schedule 13D (this “
Amendment
”) amends certain Items of the Schedule 13D filed with
the Securities and Exchange Commission on June 21, 2007, as amended on April 7, 2008, August 22, 2008, November 12, 2008, February
10, 2009, March 6, 2009, August 3, 2009, October 29, 2010 and May 16, 2012 (the “
Schedule 13D
”), by furnishing
the information set forth below. Except as set forth below, all previous Items are unchanged.
This Amendment
is filed by Phillip Frost, M.D. (“
Dr. Frost
”) and Frost Gamma Investments Trust (the “
Gamma Trust
”
and, together with Dr. Frost, the “
Reporting Persons
”) with respect to the common stock, par value $0.00001
per share (the “
Issuer Common Stock
”), of PROLOR Biotech, Inc, a Nevada corporation (the “
Issuer
”).
The principal executive offices of the Issuer are located at 7 Golda Meir Street, Weizmann Science Park, Nes-Ziona, Israel 74140.
This Amendment
is the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
ITEM
4. Purpose of Transaction.
Item 4 is
hereby amended to add the following:
On August
29, 2013, the Issuer completed the previously announced merger (the “
Merger
”) of the Issuer and POM Acquisition,
Inc., a Nevada corporation (“
Merger Sub
”) and wholly-owned subsidiary of OPKO Health, Inc., a Delaware corporation
(“
Parent
”), in accordance with the Agreement and Plan of Merger, dated as of April 23, 2013, by and among the
Issuer, Parent and Merger Sub. The Issuer continued as the surviving corporation in the Merger as a wholly-owned subsidiary of
Parent. Pursuant to the terms and conditions of the Merger, at the effective time of the Merger, each share of Issuer Common Stock
held by the Reporting Persons was cancelled and converted into the right to receive 0.9951 of a share (the “
Exchange Ratio
”)
of common stock, par value $0.01 per share, of Parent (the “
Parent Common Stock
”). In addition, at the effective
time of the Merger, each option to purchase shares of Issuer Common Stock held by the Reporting Persons prior to the Effective
Time, whether or not vested, was converted into an option to purchase Parent Common Stock and was assumed by Parent in accordance
with the terms of the applicable Issuer equity incentive plan and the terms of the contract evidencing such stock option. The number
of shares of Parent Common Stock subject to each assumed Issuer stock option was adjusted to an amount equal to the product of
(a) the number of shares of Issuer Common Stock subject to such Issuer stock option immediately before the Effective Time and (b)
the Exchange Ratio, rounded down to the nearest whole share. The per share exercise price for shares of Parent Common Stock under
each assumed Issuer stock option was adjusted to a price equal to the quotient of (a) the per share exercise price of such Issuer
stock option and (b) the Exchange Ratio, rounded up to the nearest whole cent. In addition, pursuant to the stock option agreements
governing the outstanding Issuer stock options, each Issuer stock option held by the Reporting Persons became fully vested and
exercisable upon the consummation of the Merger.
As a result
of the consummation of the Merger, the Reporting Persons are no longer the beneficial owners of any shares of Issuer Common Stock.
ITEM
5. Interest in Securities of the Issuer.
Paragraphs
(a), (b), (c) and (e) of Item 5 are hereby amended and restated in their entirety as follows:
|
(a)
|
As a result of the Merger, the Reporting Persons do not
have, and may not be deemed to have, beneficial ownership of any shares of Issuer Common Stock.
|
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(b)
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As a result of the Merger, the Reporting Persons do not
have any voting or dispositive powers with respect to shares of Issuer Common Stock.
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(c)
|
Other than as described herein with respect to the Merger,
the Reporting Persons have not effected any transactions in the Issuer Common Stock during the past sixty days.
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ITEM
7. Material to be Filed as Exhibits
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Exhibit
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Number
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Description
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99.1
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Joint Filing Agreement.
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SIGNATURES
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: September 9, 2013
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/s/
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Phillip Frost, M.D.
|
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Phillip Frost, M.D.
|
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Dated: September 9, 2013
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FROST GAMMA INVESTMENTS TRUST
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By:
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/s/ Phillip Frost, M.D.
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Phillip Frost, M.D. Trustee
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EXHIBIT
INDEX
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
99.1
|
|
Joint Filing Agreement.
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