SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CR Group L.P.

(Last) (First) (Middle)
1000 MAIN ST.
SUITE 2500

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Zyla Life Sciences [ ZCOR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/20/2020 D(1) 4,586,874 D $0.00(1) 0 I By Loan Security Holdings I LLC(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $0.0001 05/20/2020 D(3) 2,436,459 (3) (3) Common Stock 2,436,459 (3) 0 I By Loan Security Holdings I LLC(2)
1. Name and Address of Reporting Person*
CR Group L.P.

(Last) (First) (Middle)
1000 MAIN ST.
SUITE 2500

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CRG Partners III - Parallel Fund B (Cayman) L.P.

(Last) (First) (Middle)
1000 MAIN ST.
SUITE 2500

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CRG Partners III - Parallel Fund (A) L.P.

(Last) (First) (Middle)
1000 MAIN ST.
SUITE 2500

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CRG Partners III (Cayman) Lev AIV I L.P.

(Last) (First) (Middle)
1000 MAIN ST.
SUITE 2500

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CRG Partners III (Cayman) Unlev AIV I L.P.

(Last) (First) (Middle)
1000 MAIN ST.
SUITE 2500

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CRG Partners III L.P.

(Last) (First) (Middle)
1000 MAIN ST.
SUITE 2500

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Loan Security Holdings I LLC

(Last) (First) (Middle)
1000 MAIN ST.
SUITE 2500

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
Explanation of Responses:
1. Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 16, 2020, by and among the Issuer and Assertio Therapeutics, Inc., a Delaware corporation, Assertio Holdings, Inc., a Delaware corporation ("Parent"), Zebra Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent and Alligator Merger Sub, Inc., a Delaware corporation, whereby each share of Issuer common stock was cancelled and converted into the right to receive 2.5 shares of Parent common stock having a market value of $0.80 per share, the closing price on the day prior to the effective date of the merger, as provided in the Merger Agreement.
2. The securities are held by Loan Security Holdings I LLC, a wholly owned LLC held by CRG Partners III - Parallel Fund "A" LP, CRG Partners III - Parallel Fund "B" (Cayman) L.P., CRG Partners III (Cayman) Lev AIV I L.P., CRG Partners III (Cayman) Unlev AIV I L.P., and CRG Partners III L.P. (collectively, the "CRG Entities"). CRG Entities collectively hold all of the issued and outstanding shares of Loan Security Holdings I LLC. CR Group L.P. may be deemed to beneficially own the shares and the warrants by virtue of its position as the investment manager for the CRG Entities.
3. Disposed of pursuant to the Merger Agreement in exchange for a warrant to acquire 6,091,148 shares of Parent common stock at an exercise price of $0.0004 per share.
Remarks:
/s/ Nathan D. Hukill, authorized signatory for CR Group L.P. and each of the CRG Entities 05/22/2020
/s/ Andrei Dorenbaum, authorized signatory for Loan Security Holdings I LLC 05/22/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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