Aradigm Corporation |
(Name of Issuer)
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Common Stock, no par value |
(Title of Class of Securities)
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038505301 |
(CUSIP Number)
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David O'Connor
First Eagle Investment Management, LLC
1345 Avenue of the Americas
New York, New York 10105
(212) 698-3300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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February 1, 2018 |
(Date of Event which Requires Filing of this Statement)
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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First Eagle Investment Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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4,210,186 shares of Common Stock*
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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4,210,186 shares of Common Stock*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,210,186 shares of Common Stock*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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26.34%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA; CO
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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First Eagle Value in Biotechnology Master Fund, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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2,217,899 shares of Common Stock*
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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2,217,899 shares of Common Stock*
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,217,899 shares of Common Stock*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14.38%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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21 April Fund, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
|
||||
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
|
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||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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|||
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||||
8
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SHARED VOTING POWER
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1,554,141 shares of Common Stock*
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9
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
10
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SHARED DISPOSITIVE POWER
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1,554,141 shares of Common Stock*
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|||
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||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
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1,554,141 shares of Common Stock*
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|||
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||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
|
||
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.97%*
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|||
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14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(a)
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As of the close of business on February 1, 2018, (i) FEIM is deemed to be the beneficial owner of 4,210,186 shares of Common Stock (which includes 575,815 shares of Common Stock issuable upon the conversion of the Convertible Notes and 259,117 shares of Common Stock issuable upon exercise of the Warrants), constituting approximately 26.3% of the outstanding Common Stock (which includes the Common Stock which FEVIB and April LTD may be deemed to beneficially own), (ii) FEVIB is deemed to be the beneficial owner of 2,217,899 shares of Common Stock (which includes 191,938 shares of Common Stock issuable upon the conversion of the Convertible Notes and 86,372 shares of Common Stock issuable upon exercise of the Warrants), constituting approximately 14.4% of the outstanding Common Stock, and (iii) April LTD is deemed to be the beneficial owner of 1,554,141 shares of Common Stock (which includes 301,343 shares of Common Stock issuable upon the conversion of the Convertible Notes and 135,605 shares of Common Stock issuable upon exercise of the Warrants), constituting approximately 10.0% of the outstanding Common Stock. The aggregate percentage of Common Stock reported herein is based upon 15,148,138 shares of Common Stock outstanding as of October 26, 2017, as reported by the Issuer in the Issuer's Quarterly Report on Form 10-Q for the nine months ended September 30, 2017, filed with the SEC on November 3, 2017.
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(b)
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By virtue of investment management agreements with its clients, including FEVIB and April LTD, FEIM shares with such clients voting and dispositive powers over the 4,210,186 shares of Common Stock reported herein, which powers are exercised by the Principals and the Portfolio Managers.
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(c)
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Except as set forth herein, none of the Reporting Persons have effected any transaction in the Common Stock during the past sixty days. As of February 1, 2018, certain separately managed accounts terminated their relationship with, and are no longer advised by, FEIM. The positions held in such accounts are therefore no longer included herein.
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FIRST EAGLE INVESTMENT MANAGEMENT, LLC
|
||||
|
|
|
||
Name: Michael M. Kellen | ||||
Title: Director | ||||
FIRST EAGLE VALUE IN BIOTECHNOLOGY MASTER FUND, LTD. | ||||
By: |
FIRST EAGLE INVESTMENT MANAGEMENT, LLC
Its Investment Adviser
|
|||
By: | /s/ Michael M. Kellen | |||
Name: Michael M. Kellen | ||||
Title: Director | ||||
21 APRIL FUND LTD. | ||||
By: |
FIRST EAGLE INVESTMENT MANAGEMENT, LLC
Its Investment Adviser
|
|||
By: | /s/ Michael M. Kellen | |||
Name: Michael M. Kellen | ||||
Title: Director | ||||