f91140sc13da1.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 


SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

La Jolla Pharmaceutical Company
(Name of Issuer)
 
Common Stock, par value $0.0001
(Title of Class of Securities)
 
503459604
(CUSIP Number)

Kevin C. Tang
Tang Capital Management, LLC
4747 Executive Drive, Suite 510
San Diego, CA 92121
(858) 200-3830
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
August 27, 2014
(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.  x

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 to be 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).

(Continued on following pages)
 
 
Page 1 of 6
 
 
CUSIP NO. 503459604
13D
Page 2 of 6

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Tang Capital Partners, LP
2.
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ý
3.
SEC Use Only
 
4.
Source of Funds
 
WC
5.
Check If Disclosure of Legal Proceeding 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
0
8.
Shared Voting Power
1,699,067
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
1,699,067
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,699,067
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares          ¨
 
13.
Percent of Class Represented by Amount in Row (11)
11.2%
14
Type of Reporting Person
PN

 
Page 2 of 6
 

CUSIP NO. 503459604
13D
Page 3 of 6

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Tang Capital Management, LLC
2.
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ý
3.
SEC Use Only
 
4.
Source of Funds
 
WC
5.
Check If Disclosure of Legal Proceeding 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
0
8.
Shared Voting Power
1,699,067
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
1,699,067
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,699,067
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares          ¨
 
13.
Percent of Class Represented by Amount in Row (11)
11.2%
14
Type of Reporting Person
OO

 
Page 3 of 6
 

CUSIP NO. 503459604
13D
Page 4 of 6

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Kevin C. Tang
2.
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ý
3.
SEC Use Only
 
4.
Source of Funds
 
PF, WC, OO
5.
Check If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)
 
o
6.
Citizenship or Place of Organization
 
United States
Number of
Shares Beneficially
Owned by
Each Reporting
Person With
7.
Sole Voting Power
42,840
8.
Shared Voting Power
1,699,067
9.
Sole Dispositive Power
42,840
10.
Shared Dispositive Power
1,699,067
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,741,907
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares           ¨
 
13.
Percent of Class Represented by Amount in Row (11)
11.4%
14
Type of Reporting Person
IN
 
 
Page 4 of 6
 
 
Explanatory Note: This Amendment No. 1 relates to and amends the Statement of Beneficial Ownership on Schedule 13D of Tang Capital Partners, LP, a Delaware partnership, Tang Capital Management, LLC, a Delaware limited liability company and Kevin C. Tang, a United States citizen (collectively, the “Reporting Persons”), initially filed jointly by the Reporting Persons with the Securities and Exchange Commission on August 7, 2014 (the “Statement”), with respect to the Common Stock, $0.0001 par value (the “Common Stock”), of La Jolla Pharmaceutical Company, a California corporation (the “Issuer”).
 
Item 4 of the Statement is hereby amended to the extent hereinafter expressly set forth.  All capitalized terms used and not expressly defined herein have the respective meanings ascribed to such terms in the Statement.
 
Item 4. Purpose of Transaction
 
Item 4 of the Statement is hereby amended to add the following:
 
Kevin C. Tang was elected to the board of directors of the Issuer at the annual meeting of shareholders held on August 27, 2014.
 
 
*           *           *
 
 
Page 5 of 6
 
 
SIGNATURES
 
After reasonable inquiry and to the best of his or its knowledge and belief, each of the following Reporting Persons certifies that the information set forth in this statement is true, complete and correct.
 
 
September 2, 2014
 
 
Tang Capital Partners, LP
  
       
       
 
By:
Tang Capital Management, LLC  
       
 
By:
/s/ Kevin C. Tang  
   
Kevin C. Tang, Manager
  

 
 
Tang Capital Management, LLC
  
       
 
By:
/s/ Kevin C. Tang  
   
Kevin C. Tang, Manager
  
 
 
  /s/ Kevin C. Tang  
 
Kevin C. Tang
  
 
 
Page 6 of 6