Form 4 Jfl Partners Fund Lp

Statement of changes in beneficial ownership of securities

Published: 2019-04-09 18:30:52
Submitted: 2019-04-09
Period Ending In: 2019-04-05
form412042002_04092019.html OWNERSHIP DOCUMENT


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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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
JFL Capital Management, LLC

(Last) (First) (Middle)
2110 RANCH ROAD 620 S 341732

(Street)
LAKEWAY TX 78734

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MERRIMACK PHARMACEUTICALS INC [ MACK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
3. Date of Earliest Transaction (Month/Day/Year)
04/05/2019
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(1) 04/05/2019 P 26,288 A $5.952(4) 703,524 I By: Managed Account of JFL Capital Management LLC(3)
Common Stock(1) 04/08/2019 P 6,484 A $5.7264(5) 710,008 I By: Managed Account of JFL Capital Management LLC(3)
Common Stock(1) 04/08/2019 P 4,506 A $5.7264(5) 489,532 I By: JFL Partners Fund LP(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
1. Name and Address of Reporting Person*
JFL Capital Management, LLC

(Last) (First) (Middle)
2110 RANCH ROAD 620 S 341732

(Street)
LAKEWAY TX 78734

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JFL Capital Management LP

(Last) (First) (Middle)
2110 RANCH ROAD 620 S, #341732

(Street)
LAKEWAY TX 78734

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JFL Capital Holdings LLC

(Last) (First) (Middle)
2110 RANCH ROAD 620 S, #341732

(Street)
LAKEWAY TX 78734

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JFL Partners Fund LP

(Last) (First) (Middle)
2110 RANCH ROAD 620S
#341732

(Street)
LAKEWAY TX 78734

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Lawler Joseph F.

(Last) (First) (Middle)
2110 RANCH ROAD 620 S, #341732

(Street)
LAKEWAY TX 78734

(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is filed jointly by JFL Partners Fund LP ("JFL Partners"), JFL Capital Management LP ("JFL GP"), JFL Capital Holdings LLC ("JFL Holdings"), JFL Captal Management LLC ("JFL Capital Management") and Joseph F. Lawler (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer owned directly by other members of the Section 13(d) group and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. Further, each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
2. Securities owned directly by JFL Partners. As the general partner of JFL Partners, JFL GP may be deemed to beneficially own the securities owned directly by JFL Partners. As the general parter of JFL GP, JFL Holdings may be deemed to beneficially own the securities owned directly by JFL Partners. JFL Capital Management, as the investment manager of JFL Partners, may be deemed to beneficially own the securities owned directly by JFL Partners. Dr. Lawler, as the managing member of both JFL Holdings and JFL Capital Management, may be deemed to beneficially own the securities owned directly by JFL Partners.
3. Securities held in an account separately managed by JFL Capital Management (the "JFL Managed Account"). JFL Capital Management, as the investment manager of the JFL Managed Account, may be deemed to beneficially own the securities held in the JFL Managed Account. Dr. Lawler, as the managing member of JFL Capital Management, may be deemed to beneficially own the securities held in the JFL Managed Account.
4. The reported price in Column 4 is a weighted average price. These shares of Common Stock were purchased in multiple transactions at prices ranging from $5.9501 to $6, excluding commissions. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within the range set forth in this footnote.
5. The reported price in Column 4 is a weighted average price. These shares of Common Stock were purchased in multiple transactions at prices ranging from $5.7113 to $5.7462, excluding commissions. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within the range set forth in this footnote.
JFL Capital Management LLC; By: /s/ Joseph F. Lawler, Managing Member 04/09/2019
JFL Capital Management LP; By: JFL Capital Holdings LLC; By; /s/ Joseph F. Lawler, Managing Member 04/09/2019
JFL Capital Holdings LLC; By: /s/ Joseph F. Lawler, Managing Member 04/09/2019
JFL Partners Fund LP; By: JFL Capital Management LP; By: JFL Capital Holdings LLC; By: /s/ Joseph F. Lawler, Managing Member 04/09/2019
/s/ Joseph F. Lawler 04/09/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
1
form412042002_04092019.xml OWNERSHIP DOCUMENT
Schema Version:
X0306
Document Type:
4
Period Of Report:
2019-04-05
Not Subject To Section16:
0

Issuer

Issuer Cik
0001274792
Issuer Name
MERRIMACK PHARMACEUTICALS INC
Issuer Trading Symbol
MACK

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001687888
Rpt Owner Name
JFL Capital Management, LLC

Reporting Owner Address

Rpt Owner Street1
2110 RANCH ROAD 620 S 341732
Rpt Owner City
LAKEWAY
Rpt Owner State
TX
Rpt Owner Zip Code
78734

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
1
Other Text
See Explanation of Responses

Reporting Owner Id

Rpt Owner Cik
0001770400
Rpt Owner Name
JFL Capital Management LP

Reporting Owner Address

Rpt Owner Street1
2110 RANCH ROAD 620 S, #341732
Rpt Owner City
LAKEWAY
Rpt Owner State
TX
Rpt Owner Zip Code
78734

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
1
Other Text
See Explanation of Responses

Reporting Owner Id

Rpt Owner Cik
0001770405
Rpt Owner Name
JFL Capital Holdings LLC

Reporting Owner Address

Rpt Owner Street1
2110 RANCH ROAD 620 S, #341732
Rpt Owner City
LAKEWAY
Rpt Owner State
TX
Rpt Owner Zip Code
78734

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
1
Other Text
See Explanation of Responses

Reporting Owner Id

Rpt Owner Cik
0001626392
Rpt Owner Name
JFL Partners Fund LP

Reporting Owner Address

Rpt Owner Street1
2110 RANCH ROAD 620S
Rpt Owner Street2
#341732
Rpt Owner City
LAKEWAY
Rpt Owner State
TX
Rpt Owner Zip Code
78734

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
1
Other Text
See Explanation of Responses

Reporting Owner Id

Rpt Owner Cik
0001770401
Rpt Owner Name
Lawler Joseph F.

Reporting Owner Address

Rpt Owner Street1
2110 RANCH ROAD 620 S, #341732
Rpt Owner City
LAKEWAY
Rpt Owner State
TX
Rpt Owner Zip Code
78734

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
1
Other Text
See Explanation of Responses

Non Derivative Transaction

Security Title

Value
Common Stock
@attributes Id
F1
Transaction Date
2019-04-05

Transaction Coding

Transaction Form Type
4
Transaction Code
P
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
26288

Transaction Price Per Share

Value
5.9520
@attributes Id
F4
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
703524

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
By: Managed Account of JFL Capital Management LLC
@attributes Id
F3

Security Title

Value
Common Stock
@attributes Id
F1
Transaction Date
2019-04-08

Transaction Coding

Transaction Form Type
4
Transaction Code
P
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
6484

Transaction Price Per Share

Value
5.7264
@attributes Id
F5
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
710008

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
By: Managed Account of JFL Capital Management LLC
@attributes Id
F3

Security Title

Value
Common Stock
@attributes Id
F1
Transaction Date
2019-04-08

Transaction Coding

Transaction Form Type
4
Transaction Code
P
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
4506

Transaction Price Per Share

Value
5.7264
@attributes Id
F5
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
489532

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
By: JFL Partners Fund LP
@attributes Id
F2

Footnote

0
This Form 4 is filed jointly by JFL Partners Fund LP ("JFL Partners"), JFL Capital Management LP ("JFL GP"), JFL Capital Holdings LLC ("JFL Holdings"), JFL Captal Management LLC ("JFL Capital Management") and Joseph F. Lawler (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer owned directly by other members of the Section 13(d) group and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. Further, each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
1
Securities owned directly by JFL Partners. As the general partner of JFL Partners, JFL GP may be deemed to beneficially own the securities owned directly by JFL Partners. As the general parter of JFL GP, JFL Holdings may be deemed to beneficially own the securities owned directly by JFL Partners. JFL Capital Management, as the investment manager of JFL Partners, may be deemed to beneficially own the securities owned directly by JFL Partners. Dr. Lawler, as the managing member of both JFL Holdings and JFL Capital Management, may be deemed to beneficially own the securities owned directly by JFL Partners.
2
Securities held in an account separately managed by JFL Capital Management (the "JFL Managed Account"). JFL Capital Management, as the investment manager of the JFL Managed Account, may be deemed to beneficially own the securities held in the JFL Managed Account. Dr. Lawler, as the managing member of JFL Capital Management, may be deemed to beneficially own the securities held in the JFL Managed Account.
3
The reported price in Column 4 is a weighted average price. These shares of Common Stock were purchased in multiple transactions at prices ranging from $5.9501 to $6, excluding commissions. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within the range set forth in this footnote.
4
The reported price in Column 4 is a weighted average price. These shares of Common Stock were purchased in multiple transactions at prices ranging from $5.7113 to $5.7462, excluding commissions. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within the range set forth in this footnote.

Owner Signature

Signature Name
JFL Capital Management LLC; By: /s/ Joseph F. Lawler, Managing Member
Signature Date
2019-04-09
Signature Name
JFL Capital Management LP; By: JFL Capital Holdings LLC; By; /s/ Joseph F. Lawler, Managing Member
Signature Date
2019-04-09
Signature Name
JFL Capital Holdings LLC; By: /s/ Joseph F. Lawler, Managing Member
Signature Date
2019-04-09
Signature Name
JFL Partners Fund LP; By: JFL Capital Management LP; By: JFL Capital Holdings LLC; By: /s/ Joseph F. Lawler, Managing Member
Signature Date
2019-04-09
Signature Name
/s/ Joseph F. Lawler
Signature Date
2019-04-09
Additional Files
FileSequenceDescriptionTypeSize
0000921895-19-001055.txt   Complete submission text file   18285
$MACK

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