* 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. 249827502 Page 2 of 10
|
1. Names of Reporting Persons
|
|
Gardner Lewis Asset Management, L.P.
|
|
|
|
2. Check the Appropriate Box if a Member of a Group
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3. SEC Use Only
|
|
4. Source of Funds
|
|
OO
|
|
5. Check if Disclosure of Legal Proceedings Is
Required Pursuant to
Items 2(d) or 2(e)
|
|
o
|
|
6. Citizenship or Place of Organization
|
|
Pennsylvania
|
|
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
7. Sole Voting Power
|
|
0
|
|
8. Shared Voting Power
|
|
2,171,945
|
|
9. Sole Dispositive Power
|
|
0
|
|
10. Shared Dispositive Power
|
|
2,171,945
|
|
11. Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
2,171,945
|
|
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|
o
|
|
13. Percent of Class Represented by Amount in Row (11)
|
|
7.7
|
|
14. Type of Reporting Person
|
|
IA
|
CUSIP No. 249827502 Page 3 of 10
1. Names of Reporting Persons
|
|
Gardner Lewis Asset Management, Inc.
|
|
|
|
2. Check the Appropriate Box if a Member of a Group
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3. SEC Use Only
|
|
4. Source of Funds
|
|
OO
|
|
5. Check if Disclosure of Legal Proceedings Is
Required Pursuant
to Items 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
|
|
0
|
|
8. Shared Voting Power
|
|
2,171,945
|
|
9. Sole Dispositive Power
|
|
0
|
|
10. Shared Dispositive Power
|
|
2,171,945
|
|
11. Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
2,171,945
|
|
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|
o
|
|
13. Percent of Class Represented by Amount in Row (11)
|
|
7.7
|
|
14. Type of Reporting Person
|
|
CO
|
CUSIP No. 249827502 Page 4 of 10
|
1. Names of Reporting Persons.
|
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Gardner Lewis Merger Arbitrage Fund, L.P.
|
|
|
|
2. Check the Appropriate Box if a Member of a Group
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3. SEC Use Only
|
|
4. Source of Funds
|
|
OO
|
|
5. Check if Disclosure of Legal Proceedings Is
Required Pursuant
to Items 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
|
|
0
|
|
8. Shared Voting Power
|
|
1,528,843
|
|
9. Sole Dispositive Power
|
|
0
|
|
10. Shared Dispositive Power
|
|
1,528,843
|
|
11. Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
1,528,843
|
|
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|
o
|
|
13. Percent of Class Represented by Amount in Row (11)
|
|
5.4
|
|
14. Type of Reporting Person
|
|
PN
|
CUSIP No. 249827502 Page 5 of 10
|
1. Names of Reporting Persons.
|
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Gardner Lewis Partners, LLC
|
|
|
|
2. Check the Appropriate Box if a Member of a Group
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3. SEC Use Only
|
|
4. Source of Funds
|
|
WC
|
|
5. Check if Disclosure of Legal Proceedings Is
Required Pursuant
to Items 2(d) or 2(e)
|
|
o
|
|
6. Citizenship or Place of Organization
|
|
Pennsylvania
|
|
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
7. Sole Voting Power
|
|
0
|
|
8. Shared Voting Power
|
|
1,528,843
|
|
9. Sole Dispositive Power
|
|
0
|
|
10. Shared Dispositive Power
|
|
1,528,843
|
|
11. Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
1,528,843
|
|
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|
o
|
|
13. Percent of Class Represented by Amount in Row (11)
|
|
5.4
|
|
14. Type of Reporting Person
|
|
OO
|
CUSIP No. 249827502 Page 6 of 10
ITEM 1. SECURITY AND ISSUER
This Schedule 13D (this “Schedule
13D”) relates to the common stock, $0.01 par value (the “Common Stock”), of Derma Sciences, Inc. (the “Issuer”).
The Issuer’s principal executive offices are located at 214 Carnegie Center, Suite 300, Princeton, NJ 08540.
ITEM 2. IDENTITY AND BACKGROUND
(a)
This Schedule 13D is filed jointly on behalf of Gardner Lewis Asset Management, L.P., a Pennsylvania
limited partnership (“GLAM”), and Gardner Lewis Asset Management, Inc., a Delaware corporation, and the sole general
partner of GLAM (“GLAM GP”), Gardner Lewis Merger Arbitrage Fund L.P., a Delaware limited partnership and private
investment fund (the “Fund”), and Gardner Lewis Partners, LLC, a Pennsylvania limited liability company and the sole
general partner of the Fund (the “Fund GP”). W. Whitfield Gardner (“Mr. Gardner”) is the sole stockholder
of GLAM GP. See Note 1 in Item 5.
(b) The place
of organization or citizenship of each person listed in this Item 2 is as follows: GLAM (Pennsylvania), GLAM GP (Delaware), the
Fund (Delaware), the Fund GP (Pennsylvania) and Mr. Gardner (Pennsylvania). The address of the principal office or business
address, as applicable, of each person listed above is 285 Wilmington West Chester Pike, Chadds Ford, PA 19317.
(c) GLAM’s
principal business is acting as an investment adviser to private funds and managed accounts. GLAM is a registered investment adviser
with the Securities and Exchange Commission. GLAM GP’s principal business is to act as the sole general partner of GLAM.
The Fund’s principal business is a private investment fund. The Fund GP’s principal business is to act as the sole
general partner of the Fund. Mr. Gardner’s principal business is Chairman and CEO of GLAM.
(d) No person
listed in this Item 2 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during
the last five years.
(e) No person
listed in this Item 2 was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws (or finding any violation with respect to such laws) as a result
of a civil proceeding of a judicial or administrative body of competent jurisdiction to which such reporting person was a party
during the last five years.
(f)
Each
person listed in this Item 2 is a citizen of the United States of America
.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
OR OTHER CONSIDERATION
The funds used in purchasing shares
of Common Stock on behalf of clients of GLAM come from private funds and various client accounts advised by GLAM, including the
Fund. The funds used in purchasing shares on behalf of the Fund came from the Fund’s investors. See Note 1 in Item 5.
ITEM 4. PURPOSE OF TRANSACTION
GLAM transactions are for private funds
and client accounts advised by GLAM in the normal course of business, including the Fund. GLAM reserves the right, from time to
time, to acquire additional shares of Common Stock for, and/or dispose of shares of Common Stock held in, the private funds and
client accounts advised by GLAM, including the Fund. None of the persons listed in Item 2 has any other plans or proposals related
to the securities of the Issuer.
CUSIP No. 249827502 Page 7 of 10
ITEM 5. INTEREST IN SECURITIES OF
THE ISSUER
(a) GLAM
and GLAM GP share voting and dispositive power over 2,171,945 shares of Common Stock, representing 7.7% of the Common Stock, and
the Fund and the Fund GP share voting and dispositive power over 1,528,843 of those shares of Common Stock, representing 5.4% of
the Common Stock. Such percentages are based on 28,269,225 shares of Common Stock issued and outstanding as of September 30, 2016
as reported on the Issuer’s Form 10-Q filed on November 9, 2016. See Note 1 in this Item 5.
(b) The
power to dispose of and vote the shares of Common Stock referenced in paragraph (a) of the this Item 5 is shared among GLAM and
GLAM GP, with respect to those shares the beneficial ownership of which is attributable to GLAM and GLAM GP, and the Fund, the
Fund GP, GLAM and GLAM GP with respect to those shares the beneficial ownership of which is attributable to the Fund and the Fund
GP. See Note 1 in this Item 5.
(c) In
the past 60 days, GLAM, on behalf of the private funds and client accounts it advises, including the Fund, effected the transactions
in the Issuer’s securities set forth on Exhibit B attached hereto
.
(d)
Any
dividends on, and proceeds from the sale of, any shares of Common Stock are for the account of the private funds and client accounts
advised by GLAM that hold such shares, including the Fund.
(e) Not
applicable.
Note 1: GLAM advises private funds and client accounts. In such capacity, GLAM has voting authority and dispositive
discretion over the securities of the Issuer described in this Schedule 13D that are owned by the private funds and client
accounts advised by GLAM, including the Fund. The pecuniary interest of all securities reported in this Schedule 13D
is owned by the private funds and client accounts advised by GLAM, including the Fund. Except for the purpose of determining
beneficial ownership under Section 13(d) of the Securities Exchange Act of 1934, as amended, GLAM, GLAM GP, the Fund GP and Mr.
Gardner each disclaims beneficial ownership of all securities reported in this Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS,
UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Other than as described in this Schedule
13D, none of the persons listed in Item 2 has any contracts, arrangements, understandings or other relationship with respect to
the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Joint Filing Agreement
Exhibit B – Item 5(c) Table
CUSIP No. 249827502 Page 8 of 10
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.
Gardner Lewis Asset Management,
L.P.
By: Gardner Lewis Asset Management, Inc., its general
partner
Dated: January 23, 2017 By:
/s/ W. Whitfield Gardner
W.
Whitfield Gardner
Chairman
and CEO
Gardner Lewis Asset Management,
Inc.
Dated: January 23, 2017 By:
/s/ W. Whitfield Gardner
W.
Whitfield Gardner
Chairman
and CEO
Gardner
Lewis Merger Arbitrage Fund, L.P.
By: Gardner Lewis Partner, LLC, its general partner
Dated: January 23, 2017 By:
/s/ W. Whitfield Gardner
W..Whitfield
Gardner
Chairman and CEO
Gardner Lewis Partner, LLC
Dated: January 23, 2017 By:
/s/ W. Whitfield Gardner
W.
Whitfield Gardner
Chairman and CEO
The original statement shall be signed
by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of
a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of
the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power
of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title
of each person who signs the statement shall be typed or printed beneath his signature.
CUSIP No. 249827502 Page 9 of 10
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with
Rule 13d-1(k)(1) under the Securities exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all
other reporting persons on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to
the Common Stock, par value $0.01 per share, of Derma Sciences, Inc. and that this Agreement be included as an Exhibit to such
joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and
the same instrument.
IN WITNESS
WHEREOF, the undersigned hereby execute the Agreement this 23rd day of January, 2017.
Gardner Lewis Asset Management,
L.P.
By: Gardner Lewis Asset Management, Inc., its general
partner
Dated: January 23, 2017 By:
/s/ W. Whitfield Gardner
W.
Whitfield Gardner
Chairman and CEO
Gardner Lewis Asset Management,
Inc.
Dated: January 23, 2017 By:
/s/ W. Whitfield Gardner
W.
Whitfield Gardner
Chairman
and CEO
Gardner Lewis Merger Arbitrage
Fund, L.P.
By: Gardner Lewis Partner, LLC, its general partner
Dated: January 23, 2017 By:
/s/ W. Whitfield
Gardner
W.
Whitfield Gardner
Chairman and CEO
Gardner Lewis Partner, LLC
Dated: January 23, 2017 By:
/s/ W. Whitfield Gardner
W.
Whitfield Gardner
Chairman and CEO
CUSIP No. 249827502 Page 10 of 10
EXHIBIT B
Item
5(c)
Table
|
Date of Purchase / Sale
|
Shares Purchased / (Sold)(#)
|
Average Purchase /
Sale Price per Share ($)
|
|
1/11
|
1,908,826
|
6.9268
|
|
1/12
|
23,907
|
6.9254
|
|
1/13
|
25,235
|
6.95
|
|
1/17
|
150,307
|
6.95
|
|
1/18
|
46,390
|
6.95
|
|
1/19
|
9,780
|
6.95
|
|
1/20
|
7,500
|
6.95
|
|
|
|
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