*
|
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.
|
CUSIP No. 59045L106
|
|
|
13G
|
|
|
Page 2 of 11 Pages
|
||||||||
1.
|
|
NAMES OF REPORTING PERSONS
Sarissa Capital Management LP
|
||||||||||||
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
|
||||||||||||
3.
|
|
SEC USE ONLY
|
||||||||||||
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||||||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
||||||||||
|
6.
|
|
SHARED VOTING POWER
3,750,000
|
|||||||||||
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
|||||||||||
|
8.
|
|
SHARED DISPOSITIVE POWER
3,750,000
|
|||||||||||
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,750,000
|
||||||||||||
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||||||||||||
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9%(1)
|
||||||||||||
12.
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
(1)
|
Calculations are based upon 47,684,164 Shares
outstanding as of March 7, 2019, as set forth in the Form 10-K of the Issuer filed with the U.S. Securities and Exchange Commission on March 8, 2019.
|
CUSIP No. 59045L106
|
|
|
13G
|
|
|
Page 3 of 11 Pages
|
||||||||
1.
|
|
NAMES OF REPORTING PERSONS
Alexander J. Denner, Ph.D.
|
||||||||||||
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
|
||||||||||||
3.
|
|
SEC USE ONLY
|
||||||||||||
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||||||||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
||||||||||
|
6.
|
|
SHARED VOTING POWER
3,750,000
|
|||||||||||
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
|||||||||||
|
8.
|
|
SHARED DISPOSITIVE POWER
3,750,000
|
|||||||||||
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,750,000
|
||||||||||||
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||||||||||||
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9%(1)
|
||||||||||||
12.
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
(1)
|
Calculations are based upon 47,684,164 Shares
outstanding as of March 7, 2019, as set forth in the Form 10-K of the Issuer filed with the U.S. Securities and Exchange Commission on March 8, 2019.
|
CUSIP No. 59045L106
|
|
|
13G
|
|
|
Page 4 of 11 Pages
|
||||||||
1.
|
|
NAMES OF REPORTING PERSONS
Sarissa Capital Offshore Master Fund LP
|
||||||||||||
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
|
||||||||||||
3.
|
|
SEC USE ONLY
|
||||||||||||
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||||||||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
2,531,000
|
||||||||||
|
6.
|
|
SHARED VOTING POWER
0
|
|||||||||||
|
7.
|
|
SOLE DISPOSITIVE POWER
2,531,000
|
|||||||||||
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
|||||||||||
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,531,000
|
||||||||||||
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||||||||||||
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%(1)
|
||||||||||||
12.
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
(1)
|
Calculations are based upon 47,684,164 Shares
outstanding as of March 7, 2019, as set forth in the Form 10-K of the Issuer filed with the U.S. Securities and Exchange Commission on March 8, 2019.
|
CUSIP No. 59045L106
|
|
|
13G
|
|
|
Page 5 of 11 Pages
|
||||||||
1.
|
|
NAMES OF REPORTING PERSONS
Sarissa Capital Catapult Fund LLC
|
||||||||||||
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
|
||||||||||||
3.
|
|
SEC USE ONLY
|
||||||||||||
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||||||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
761,000
|
||||||||||
|
6.
|
|
SHARED VOTING POWER
0
|
|||||||||||
|
7.
|
|
SOLE DISPOSITIVE POWER
761,000
|
|||||||||||
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
|||||||||||
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
761,000
|
||||||||||||
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||||||||||||
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.6%(1)
|
||||||||||||
12.
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
(1)
|
Calculations are based upon 47,684,164 Shares
outstanding as of March 7, 2019, as set forth in the Form 10-K of the Issuer filed with the U.S. Securities and Exchange Commission on March 8, 2019.
|
CUSIP No. 59045L106
|
|
|
13G
|
|
|
Page 6 of 11 Pages
|
||||||||
1.
|
|
NAMES OF REPORTING PERSONS
Sarissa Capital Hawkeye Fund LP
|
||||||||||||
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
|
||||||||||||
3.
|
|
SEC USE ONLY
|
||||||||||||
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||||||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
458,000
|
||||||||||
|
6.
|
|
SHARED VOTING POWER
0
|
|||||||||||
|
7.
|
|
SOLE DISPOSITIVE POWER
458,000
|
|||||||||||
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
|||||||||||
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
458,000
|
||||||||||||
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||||||||||||
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0%(1)
|
||||||||||||
12.
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
(1)
|
Calculations are based upon 47,684,164 Shares
outstanding as of March 7, 2019, as set forth in the Form 10-K of the Issuer filed with the U.S. Securities and Exchange Commission on March 8, 2019.
|
Item 1(a).
|
Name of Issuer:
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
Item 2(a).
|
Name of Person Filing:
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
Item 2(c).
|
Citizenship:
|
Item 2(d).
|
Title of Class of Securities:
|
Item 2(e).
|
CUSIP Number:
|
Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a:
|
Item 4.
|
Ownership.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent
Holding Company.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Item 9.
|
Notice of Dissolution of Group.
|
Item 10.
|
Certification.
|
By:
|
/s/ Mark DiPaolo
|
Name: Mark DiPaolo
|
|
Title: General Counsel
|
By:
|
/s/ Mark DiPaolo
|
Name: Mark DiPaolo
|
|
Title: Authorized Person
|
By:
|
/s/ Mark DiPaolo
|
Name: Mark DiPaolo
|
|
Title: General Counsel
|
By:
|
/s/ Mark DiPaolo
|
Name: Mark DiPaolo
|
|
Title: Authorized Person
|
Exhibit 99.1
|
|
Joint Filing Agreement, as required by Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended
|
By:
|
/s/ Mark DiPaolo
|
Name: Mark DiPaolo
|
|
Title: General Counsel
|
By:
|
/s/ Mark DiPaolo
|
Name: Mark DiPaolo
|
|
Title: Authorized Person
|
By:
|
/s/ Mark DiPaolo
|
Name: Mark DiPaolo
|
|
Title: General Counsel
|
By:
|
/s/ Mark DiPaolo
|
Name: Mark DiPaolo
|
|
Title: Authorized Person
|