Peregrine Pharmaceuticals, 10.50% Ser E Cumulative Convertible Preferred Stock SC 13D/A (Activist Acquisition of More Than 5% of Shares)

SecurityPPHMP / Peregrine Pharmaceuticals, 10.50% Ser E Cumulative Convertible Preferred Stock
Form TypeSC 13D/A
File Date2017-10-11

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D/A

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)

 

Peregrine Pharmaceuticals, Inc.

(Name of Issuer)

 

Series E Preferred Stock

(Title of Class of Securities)

 

713661403

(CUSIP Number)

 

John S. Stafford, III

c/o Ronin Trading, LLC

350 N. Orleans Street, Suite 2N

Chicago, IL 60654

(312) 244-5284

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

October 9, 2017

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are 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 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. 713661403

 

 

1.

Names of Reporting Person.
John S. Stafford, III

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization:
USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power:
115,299 (1)

 

8.

Shared Voting Power:
0

 

9.

Sole Dispositive Power:
115,299 (1)

 

10.

Shared Dispositive Power:
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person:
115,299 (1)

 

 

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):
7.0%

 

 

14.

Type of Reporting Person (See Instructions):
IN

 


(1)           All 115,299 shares of Series E Convertible Preferred Stock beneficially owned by Mr. Stafford are directly beneficially owned by Ronin Trading, LLC.  Ronin Trading, LLC is owned and managed by John S. Stafford, III.

 

2



 

CUSIP No. 713661403

 

 

1.

Names of Reporting Person.
Ronin Trading, LLC
32-0400192

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
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
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power:
115,299 (2)

 

8.

Shared Voting Power:
0

 

9.

Sole Dispositive Power:
115,299 (2)

 

10.

Shared Dispositive Power:
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person:
115,299 (2)

 

 

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):
7.0%

 

 

14.

Type of Reporting Person (See Instructions):
OO

 


(2)           Ronin Trading, LLC is owned and managed by John S. Stafford, III, and Mr. Stafford is the indirect beneficial owner of all of the shares of Series E Convertible Preferred Stock owned by Ronin Trading, LLC.

 

3



 

CUSIP No. 713661403

 

 

1.

Names of Reporting Person.
Stephen White

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization:
USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power:
11,800(3)

 

8.

Shared Voting Power:
0

 

9.

Sole Dispositive Power:
11,800(3)

 

10.

Shared Dispositive Power:
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person:
11,800(3)

 

 

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):
Less than 1%

 

 

14.

Type of Reporting Person (See Instructions):
IN

 


(3)        Stephen White is the indirect beneficial owner of all of the shares of Series E Convertible Preferred Stock of Peregrine Pharmaceuticals, Inc. beneficially owned in the aggregate by SW Investment Management LLC and SWIM Partners LP by virtue of his having sole voting and dispositive power over such shares.

 

4



 

CUSIP No. 713661403

 

 

1.

Names of Reporting Person.
SW Investment Management LLC
81-0765824

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
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:
Illinois

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power:
11,800 (4)

 

8.

Shared Voting Power:
0

 

9.

Sole Dispositive Power:
11,800 (4)

 

10.

Shared Dispositive Power:
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person:
11,800 (4)

 

 

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):
Less than 1%

 

 

14.

Type of Reporting Person (See Instructions):
IA, OO

 


(4)        3,120 shares of Series E Convertible Preferred Stock of Peregrine Pharmaceuticals, Inc. are held in an account separately managed by SW Investment Management LLC (the “SW Account”).  8,680 shares of Series E Convertible Preferred Stock of Peregrine Pharmaceuticals, Inc. are directly beneficially owned by SWIM Partners LP. SW Investment Management LLC, as the general partner and investment adviser of SWIM Partners LP and the investment adviser to the SW Account, may be deemed to beneficially own the securities owned directly by SWIM Partners and held in the SW Account.

 

5



 

CUSIP No. 713661403

 

 

1.

Names of Reporting Person.
SWIM Partners LP
90-0852885

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
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:
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power:
8,680 (5)

 

8.

Shared Voting Power:
0

 

9.

Sole Dispositive Power:
8,680 (5)

 

10.

Shared Dispositive Power:
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person:
8,680 (5)

 

 

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):
Less than 1%

 

 

14.

Type of Reporting Person (See Instructions):
PN

 


(5)           Stephen White is the indirect beneficial owner of all of the shares of Series E Convertible Preferred Stock of Peregrine Pharmaceuticals, Inc. beneficially owned by SWIM Partners LP by virtue of his having sole voting and dispositive power over such shares.

 

6



 

CUSIP No.   713661403

 

 

1.

Names of Reporting Person.
James J. Egan

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization:
USA

 

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 if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11):
0%

 

 

14.

Type of Reporting Person (See Instructions):
IN

 

7



 

CUSIP No.   713661403

 

 

1.

Names of Reporting Person.
Gregory P. Sargen

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization:
USA

 

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 if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11):
0%

 

 

14.

Type of Reporting Person (See Instructions):
IN

 

8



 

CUSIP No.   713661403

 

 

1.

Names of Reporting Person.
Brian W. Scanlan

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization:
USA

 

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 if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11):
0%

 

 

14.

Type of Reporting Person (See Instructions):
IN

 

9



 

CUSIP No.   713661403

 

 

1.

Names of Reporting Person.
Saiid Zarrabian

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization:
USA

 

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 if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11):
0%

 

 

14.

Type of Reporting Person (See Instructions):
IN

 

10



 

CUSIP No.  713661403

 

Item 1.         Security and Issuer

 

This Amendment No. 3 (this “Amendment”) to the Statement on Schedule 13D filed on April 17, 2017, as amended by Amendment No. 1 to the Statement on Schedule 13D filed on May 19, 2017 and Amendment No. 2 to the Statement on Schedule 13D filed on July 14, 2017 (as amended, the “Schedule 13D”), filed on behalf of John S. Stafford, III, Ronin Trading, LLC, Stephen White, SW Investment Management LLC, SWIM Partners LP, James J. Egan, Gregory P. Sargen, Brian W. Scanlan and Saiid Zarrabian  relates to the Series E Convertible Preferred Stock, par value $.001 per share (the “Preferred Stock”), of Peregrine Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”).  The address of the Issuer’s principal executive offices is 14282 Franklin Avenue, Tustin, California 92780. The Schedule 13D is hereby further amended and supplemented as follows:

 

Item 2.         Identity and Background

 

Items 2(a) through 2(f) of the Schedule 13D are amended to read as follows:

 

(a)                                 Name:  John S. Stafford, III

 

Ronin Trading, LLC

 

Stephen White

 

SW Investment Management LLC

 

SWIM Partners LP

 

James J. Egan

 

Gregory P. Sargen

 

Brian W. Scanlan

 

Saiid Zarrabian

 

(each a “Reporting Person” and collectively, the “Reporting Persons”)

 

(b)                                 Business address for Reporting Persons:

 

John S. Stafford, III and Ronin Trading, LLC: 350 N. Orleans Street, Suite 2N, Chicago, IL 60654

 

Stephen White, SW Investment Management LLC and SWIM Partners LP: 737 N Michigan Avenue, Suite 2250, Chicago IL 60611

 

James J. Egan: 4811 Island Pond Court, Unit 805, Bonita Springs, Florida 34134

 

Gregory P. Sargen: c/o Cambrex Corp., 1 Meadowlands Plaza, East Rutherford, NJ 07073

 

Brian W. Scanlan: 17 Thornton Ferry Rd. 1, Amherst, NH 03031

 

Saiid Zarrabian: P.O. Box 675765, Rancho Sante Fe, CA 92067

 

11



 

(c)                                  John S. Stafford, III is the president, chief executive officer and manager of Ronin Trading, LLC, a Delaware limited liability company, with its principal place of business located at 350 N. Orleans Street, Suite 2N, Chicago, IL  60654. Ronin Trading, LLC is engaged in the business of proprietary trading.

 

Stephen White is the manager of SW Investment Management LLC, an Illinois limited liability company, with its principal place of business at 737 N Michigan Avenue, Suite 2250, Chicago IL 60611, which is the general partner and investment adviser of SWIM Partners LP, a Delaware limited partnership, and the investment adviser of the SW Account.

 

James J. Egan serves as a strategic advisor to Numab AG, a Swiss biotech company that develops antibody-based therapeutics with its principal place of business located at Einsiedlerstrasse 34, 8820 Wädenswil, Switzerland. Mr. Egan also currently serves as a Consultant to MSM Protein Technologies, Inc., an early drug development company, CuroNZ Ltd., a clinical stage biotechnology company, and ATEA Pharmaceuticals, Inc., an emerging biopharmaceutical company.

 

Gregory P. Sargen is the Executive Vice President of Corporate Development of Cambrex Corp., a Delaware corporation, with its principal place of business located at 1 Meadowlands Plaza, East Rutherford, NJ 07073.

 

Brian W. Scanlan is Managing Partner of Freedom Bioscience Partners, LLC, a New Hampshire limited liability company with its principal place of business located at 17 Thornton Ferry Rd. 1, Amherst, NH 03031.

 

Saiid Zarrabian is an advisor to Redline Capital Partners, S.A., an entity organized under the laws of Luxembourg with its principal place of business located at 26 Avenue Monterey,  Luxembourg City, L-2163.

 

(d)                                 None of the Reporting Persons was, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)                                  None of the Reporting Person was, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order (1) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or (2) finding any violation with respect to such laws.

 

(f)                                   John S. Stafford, III is a citizen of the United States.

 

Ronin Trading, LLC is a Delaware limited liability company.

 

Stephen White is a citizen of the United States.

 

SW Investment Management LLC is an Illinois limited liability company.

 

SWIM Partners LP is a Delaware limited partnership.

 

James J. Egan is a citizen of the United States.

 

Gregory P. Sargen is a citizen of the United States.

 

Brian W. Scanlan is a citizen of the United States.

 

Saiid Zarrabian is a citizen of the United States.

 

Item 4.         Purpose of Transaction.

 

Item 4 is hereby amended to add the following:

 

On October 9, 2017, Ronin Trading, LLC delivered a supplement (the “Supplemental Notice”) to that certain letter delivered by Ronin Trading, LLC to the Issuer on July 12, 2017 pursuant to which Ronin Trading, LLC

 

12



 

nominated Gregory P. Sargen, Brian W. Scanlan and Saiid Zarrabian for election to the Board of Directors (the “Board”) of the Issuer at the 2017 annual meeting of stockholders (the “Annual Meeting”). Pursuant to the Supplemental Notice, Ronin Trading, LLC notified the Issuer of its additional nomination of James J. Egan for election to the Board at the Annual Meeting, and has therefore nominated four candidates, James J. Egan, Gregory P. Sargen, Brian W. Scanlan and Saiid Zarrabian for election to the Board at the Annual Meeting.

 

On October 10, 2017, Ronin Trading, LLC and SW Investment Management LLC (together with the other participants in their solicitation, “Ronin”) issued a press release announcing the additional nomination of Mr. Egan. Ronin also explained its frustration that the Board continues to needlessly delay the Annual Meeting, which Ronin believes benefits insiders at the expense of stockholders. Ronin noted that the Issuer’s past 15 annual meetings were held in October, making it blatantly obvious to Ronin that the Issuer is stalling as a means to entrench the incumbents and insulate them from the will of the Issuer’s stockholders. Ronin made clear that to the extent the Issuer fails to promptly call the Annual Meeting, Ronin intends to file suit in accordance with Delaware law to compel the holding of the meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 5.         Interest in Securities of the Issuer

 

Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows:

 

All of the percentages of beneficial ownership of the Reporting Persons set forth in this Schedule 13D are based on 1,647,760 shares of issued and outstanding Preferred Stock as of July 31, 2017, as reported in the Issuer’s Form 10-Q for the fiscal quarter ended July 31, 2017, filed on September 11, 2017.

 

As of the date hereof, Ronin Trading, LLC directly beneficially owns 115,299 shares of Preferred Stock, representing approximately 7.0% of the outstanding shares of Preferred Stock. Mr. Stafford, as the manager of Ronin Trading, LLC, may be deemed to beneficially own the 115,299 shares of Preferred Stock beneficially owned by Ronin Trading, LLC, representing approximately 7.0% of the outstanding shares of Preferred Stock.

 

As of the date hereof, SWIM Partners LP directly beneficially owns 8,680 shares of Preferred Stock, representing less than 1% of the outstanding shares of Preferred Stock. As of the date hereof, 3,120 shares of Preferred Stock were held in the SW Account, representing less than 1% of the outstanding shares of Preferred Stock. SW Investment Management LLC, as the general partner and investment adviser of SWIM Partners LP and the investment adviser of the SW Account, may be deemed to beneficially own the 11,800 shares of Preferred Stock beneficially owned in the aggregate by SWIM Partners LP and held in the SW Account, representing less than 1% of the outstanding shares of Preferred Stock. Mr. White, as the manager of SW Investment Management LLC, may be deemed to beneficially own the 11,800 shares of Preferred Stock beneficially owned in the aggregate by SWIM Partners LP and held in the SW Account, representing less than 1% of the outstanding shares of Preferred Stock.

 

As of the date hereof, Messrs. Egan, Sargen, Scanlan and Zarrabian did not beneficially own any shares of Preferred Stock.

 

Item 6.         Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 is hereby amended to add the following:

 

On October 9, 2017, Mr. Egan entered into a Joinder Agreement (the “Joinder Agreement”) to that certain Joint Filing and Solicitation Agreement, dated July 12, 2017, pursuant to which Mr. Egan agreed to be bound by the terms and conditions set forth therein, including, among other things, the joint filing on behalf of each party of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer. A copy of the Joinder Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

Ronin Trading, LLC and SWIM Partners LP have entered into a letter agreement with Mr. Egan pursuant to which they agreed to indemnify Mr. Egan against claims arising from the solicitation of proxies from the Issuer’s stockholders in connection with the Annual Meeting and any related transactions. A copy of the indemnification letter agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

 

13



 

Item 7.         Material to be Filed as Exhibits

 

Item 7 is hereby amended to add the following exhibits:

 

99.1                        Press Release, dated October 10, 2017.

 

99.2                        Joinder Agreement, dated October 9, 2017.

 

99.3                        Indemnification Letter Agreement.

 

99.4                        Power of Attorney.

 

Except as expressly modified hereby, all provisions of the Schedule 13D shall continue in full force and effect.

 

[signature page follows]

 

14



 

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.

 

 

 

DATE:

October 11, 2017

 

 

 

 

 

 

RONIN TRADING, LLC

 

 

 

 

 

 

By:

/s/ Agnes Burda

 

 

Name:

Agnes Burda

 

/s/ John S. Stafford, III

Title:

Chief Compliance Officer

 

JOHN S. STAFFORD, III

 

 

 

 

SW INVESTMENT MANAGEMENT LLC

 

 

 

 

 

 

By:

/s/ Stephen White

 

 

Name:

Stephen White

 

/s/ Stephen White

Title:

Manager

 

Stephen White

 

 

 

 

SWIM PARTNERS LP

 

 

 

 

 

 

By:

/s/ Stephen White

 

 

Name:

Stephen White

 

 

Title:

Manager of General Partner

 

 

 

 

 

 

              ***

 

James J. Egan

 

 

 

              ***

 

Gregory P. Sargen

 

 

 

              ***

 

Brian W. Scanlan

 

 

 

              ***

 

Saiid Zarrabian

 

 

 

 

 

 

 

 

 

***

By:

/s/ John S. Stafford, III

 

 

 

John S. Stafford, III

 

 

 

Attorney-in-fact

 

 

15