|
Supernus Pharmaceuticals, Inc. |
|
(Name
of Issuer) |
| Common Stock, par value $0.001 per share |
|
(Title
of Class of Securities) |
| 868459108 |
|
(CUSIP
Number) |
|
Michael
R. Murphy |
|
Discovery
Group I, LLC |
|
191
North Wacker Drive |
|
Suite
1685 |
|
Chicago,
Illinois 60606 |
|
Telephone
Number: (312) 265-9600 |
|
(Name,
Address and Telephone Number of Person |
|
Authorized
to Receive Notices and Communications) |
|
September 9, 2014 |
|
(Date
of Event which Requires Filing of this
Statement) |
| CUSIP No. 868459108 | |||
|
1. |
Names
of Reporting Persons.
Discovery
Equity Partners, L.P. | ||
|
2. |
Check
the Appropriate Box if a Member of a Group (See
Instructions) | ||
|
(a) |
o | ||
|
(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
Illinois | ||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With |
7. |
Sole
Voting Power
None. |
|
8. |
Shared
Voting Power
2,785,153 | |
|
9. |
Sole
Dispositive Power
None. | |
|
10. |
Shared
Dispositive Power
2,785,153 |
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,785,153 | |
|
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)
6.5% | |
|
14. |
Type
of Reporting Person (See Instructions)
PN | |
| CUSIP No. 868459108 | |||
|
1. |
Names
of Reporting Persons.
Discovery
Group I, LLC | ||
|
2. |
Check
the Appropriate Box if a Member of a Group (See
Instructions) | ||
|
(a) |
o | ||
|
(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
Delaware | ||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With |
7. |
Sole
Voting Power
None. |
|
8. |
Shared
Voting Power
2,785,153 | |
|
9. |
Sole
Dispositive Power
None. | |
|
10. |
Shared
Dispositive Power
2,785,153 |
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,785,153 | |
|
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)
6.5% | |
|
14. |
Type
of Reporting Person (See Instructions)
IA | |
| CUSIP No. 868459108 | |||
|
1. |
Names
of Reporting Persons.
Daniel
J. Donoghue | ||
|
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
| ||
|
(a) |
o | ||
|
(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
United
States of America | ||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With |
7. |
Sole
Voting Power
None. |
|
8. |
Shared
Voting Power
2,785,153 | |
|
9. |
Sole
Dispositive Power
None. | |
|
10. |
Shared
Dispositive Power
2,785,153 |
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,785,153 | |
|
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)
6.5% | |
|
14. |
Type
of Reporting Person (See Instructions)
IN | |
| CUSIP No. 868459108 | |||
|
1. |
Names
of Reporting Persons.
Michael
R. Murphy | ||
|
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
| ||
|
(a) |
o | ||
|
(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
United
States of America | ||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With |
7. |
Sole
Voting Power
None. |
|
8. |
Shared
Voting Power
2,785,153 | |
|
9. |
Sole
Dispositive Power
None. | |
|
10. |
Shared
Dispositive Power
2,785,153 |
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,785,153 | |
|
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)
6.5% | |
|
14. |
Type
of Reporting Person (See Instructions)
IN | |
|
Item
1. |
Security
and Issuer |
|
This Amendment No. 1 to Schedule 13D ("Amendment No. 1") relates
to the Common Stock, par value $0.001 per share (the "Common Stock"), of Supernus Pharmaceuticals, Inc., a Delaware
corporation (the "Company"), which has its principal executive offices at 1550 East Gude Drive, Rockville, Maryland
20850. This Amendment No. 1 amends and supplements, as set forth below, the information contained in items 1, 3, 5 and 6
of the Schedule 13D filed by the Reporting Persons with respect to the Company on May 14, 2014 (the "Schedule 13D").
All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D. Except as amended
by this Amendment No. 1, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the
Reporting Persons' knowledge and belief, complete and correct as of the date of this Amendment No. 1. | |
|
Item
3. |
Source
and Amount of Funds or Other Consideration |
|
Item 3 of the Schedule 13D is hereby amended to read in its entirety as follows:
The total purchase price for the 2,785,153 shares of Common Stock beneficially owned by the Reporting Persons as of September 10, 2014 was approximately $24,739,111. The source of such funds was the assets of Discovery Equity Partners, including proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Discovery Equity Partners with a broker on customary terms and conditions. Discovery Equity Partners is the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy.
|
|
Item
5. |
Interest
in Securities of the Issuer |
|
Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:
The information concerning percentages of ownership set forth below is based on 42,921,376 shares of Common Stock reported outstanding as of July 31, 2014 in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.
Discovery Equity Partners beneficially owns 2,785,153 shares of Common Stock as of September 10, 2014, which represents 6.5% of the outstanding Common Stock.
Discovery Group beneficially owns 2,785,153 shares of Common Stock as of September 10, 2014, which represents 6.5% of the outstanding Common Stock.
Mr. Donoghue beneficially owns 2,785,153 shares of Common Stock as of September 10, 2014, which represents 6.5% of the outstanding Common Stock.
Mr. Murphy beneficially owns 2,785,153 shares of Common Stock as of September 10, 2014, which represents 6.5% of the outstanding Common Stock.
Discovery Group is the sole general partner of Discovery Equity Partners. Messrs. Donoghue and Murphy are the sole managing members of Discovery Group. As a consequence, Discovery Group and Messrs. Donoghue and Murphy may be deemed to share beneficial ownership of all of the shares of Common Stock owned by Discovery Equity Partners.
The
transactions in Common Stock effected by the Reporting Persons during the past 60 days are set out in Exhibit 1 hereto.
No person other than Discovery Equity Partners is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.
|
|
Item
6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer |
|
Item 6 of the Schedule 13D is hereby amended to read in its entirety as follows:
There
are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting
Persons and any other person with respect to any securities of the Company other than the governing documents of Discovery
Group and Discovery Equity Partners, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreement
of the Reporting Persons with respect to the Schedule 13D that were included as exhibits thereto, the Joint Filing Agreement
of the Reporting Persons with respect to this Amendment No. 1 included as Exhibit 2 to this Amendment No. 1, and
the Powers of Attorney granted by Messrs. Donoghue and Murphy with respect to reports under Section 13 of the Securities
Exchange Act of 1934, as amended, which Powers of Attorney are included as Exhibit 3 and Exhibit 4, respectively,
to this Amendment No. 1. |
|
Item
7. |
Material
to Be Filed as Exhibits | |
|
Exhibit
1: List
of transactions effected by the Reporting Persons in the Company’s Common
Stock during the 60-day period preceding this filing. | ||
|
Exhibit
2: Joint Filing Agreement dated as of September 11, 2014, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy. | ||
|
Exhibit
3: Power
of Attorney of Daniel J. Donoghue, dated as of April 28,
2008. | ||
|
Exhibit
4: Power
of Attorney of Michael R. Murphy, dated as of April 28,
2008. | ||
|
September 11, 2014 | |
|
Date
| |
|
DISCOVERY
GROUP I, LLC,
for
itself and as general partner of
DISCOVERY
EQUITY PARTNERS, L.P.
By: Michael
R. Murphy* | |
|
Signature | |
|
Michael
R. Murphy, Managing Member | |
|
Name/Title | |
|
Daniel
J. Donoghue* | |
|
Signature | |
|
Daniel
J. Donoghue | |
|
Name/Title | |
|
Michael
R. Murphy* | |
|
Signature | |
|
Michael
R. Murphy | |
|
Name/Title | |
|
*By:
/s/ Mark
Buckley | |
|
Mark
Buckley
Attorney-in-Fact
for Daniel J. Donoghue
Attorney-in-Fact
for Michael R. Murphy |
| Exhibit 1 | List of transactions effected by the Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing. | |
| Exhibit 2 |
Joint Filing Agreement dated as of September 11, 2014, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy. | |
| Exhibit 3 | Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008. | |
| Exhibit 4 | Power of Attorney of Michael R. Murphy, dated as of April 28, 2008. | |