UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

Gentium S.p.A.

(Name of Issuer)

Ordinary Shares, no par value per share

(Title of Class of Securities)

    The CUSIP number for the related American Depositary Shares is 37250B104.

The CUSIP number for the Ordinary Shares, which are not traded on U.S. markets, is 37250B922.

(CUSIP Number)

    Suzanne Sawochka Hooper, Esq.

Executive Vice President and General Counsel

Jazz Pharmaceuticals Public Limited Company

c/o Jazz Pharmaceuticals, Inc.

3180 Porter Drive

Palo Alto, California 94304

Tel: (650) 496-3777

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

Copies to:

Chadwick Mills, Esq.

Francis R. Wheeler, Esq.

Cooley LLP

3175 Hanover Street

Palo Alto, CA 94304-1130

(650) 843-5000

June 13, 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.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 (b) for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting company’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).

 

 

 

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The CUSIP number for the Ordinary Shares, which are not traded on U.S. markets, is 37250B922.

The CUSIP number for the American Depositary Shares is 37250B104.

 

1.		Name of Reporting Person   Jazz Pharmaceuticals Public Limited Company
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO (See Item 3)
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or Item 2(e)  ¨   N/A
6.		Citizenship or Place of Organization   Ireland
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   17,734,035
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   17,734,035
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   17,734,035
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.		Percent of Class Represented by Amount in Row (11)   99.96%
14.		Type of Reporting Person (See Instructions)   CO

 

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The CUSIP number for the Ordinary Shares, which are not traded on U.S. markets, is 37250B922.

The CUSIP number for the American Depositary Shares is 37250B104.

 

1.		Name of Reporting Person   Jazz Financing I Limited
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO (See Item 3)
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or Item 2(e)  ¨   N/A
6.		Citizenship or Place of Organization   Ireland
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   17,734,035
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   17,734,035
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   17,734,035
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.		Percent of Class Represented by Amount in Row (11)   99.96%
14.		Type of Reporting Person (See Instructions)   CO

 

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The CUSIP number for the Ordinary Shares, which are not traded on U.S. markets, is 37250B922.

The CUSIP number for the American Depositary Shares is 37250B104.

 

1.		Name of Reporting Person   Jazz Investments II Limited
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO (See Item 3)
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or Item 2(e)  ¨   N/A
6.		Citizenship or Place of Organization   Bermuda
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   17,734,035
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   17,734,035
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   17,734,035
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.		Percent of Class Represented by Amount in Row (11)   99.96%
14.		Type of Reporting Person (See Instructions)   CO

 

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The CUSIP number for the Ordinary Shares, which are not traded on U.S. markets, is 37250B922.

The CUSIP number for the American Depositary Shares is 37250B104.

 

1.		Name of Reporting Person   Jazz Pharmaceuticals Italy S.p.A.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO (See Item 3)
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or Item 2(e)  ¨   N/A
6.		Citizenship or Place of Organization   Italy
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   17,734,035
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   17,734,035
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   17,734,035
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.		Percent of Class Represented by Amount in Row (11)   99.96%
14.		Type of Reporting Person (See Instructions)   CO

 

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Item 2. Identity and Background.

The Schedule 13D is hereby amended and supplemented by deleting the reference to Katherine E. Falberg and related information contained in Section 1 of Schedule A attached to the Schedule 13D and replacing it with the following:

 

Name		Present Principal Occupation or Employment		Address of Organization in which Employed		Citizenship
Matthew P. Young		Senior Vice President and Chief Financial Officer		Jazz Pharmaceuticals plc Fourth Floor, Connaught House, One Burlington Road, Dublin 4, Ireland		United States

Item 3. Source and Amount of Funds or Other Consideration.

The Schedule 13D is hereby amended and supplemented by adding the following paragraph:

Purchaser funded the purchase of Ordinary Shares from the ADS Depositary on June 16, 2014 described in Item 4 with cash on hand.

Item 4. Purpose of the Transaction.

The Schedule 13D is hereby amended and supplemented by adding the following paragraph under Item 4(a):

Purchaser entered into a letter agreement on June 13, 2014 with the ADS Depositary for the purchase from the ADS Depositary of 306,411 Ordinary Shares underlying ADSs at a price of $57.00 per Ordinary Share, representing a total purchase price of $17,465,427.00. The purchase was completed on June 20, 2014. Effective with the closing of such purchase, the ADSs no longer represented an interest in Ordinary Shares.

Item 5. Interest in Securities of the Issuer.

The Schedule 13D is hereby amended and supplemented by restating Items 5(a), (b), and (d) as follows:

(a), (b), (d) As of June 20, 2014, the Reporting Persons beneficially owned 17,734,035 Ordinary Shares, or, based upon the number of outstanding Ordinary Shares as of such time, approximately 99.96% of the outstanding Ordinary Shares, and the Reporting Persons have the shared power to vote, or direct the vote, and the shared power to dispose, or direct the disposal of, all such Ordinary Shares. Except as set forth in this Schedule 13D, on June 20, 2014, no other Ordinary Shares are beneficially owned by the Reporting Persons or, to the knowledge of the Reporting Persons, any person listed on Schedule A to this Schedule 13D. To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 17,734,035 Ordinary Shares beneficially owned by the Reporting Persons.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Schedule 13D is hereby amended and supplemented by adding the following paragraph:

On June 13, 2014, Purchaser entered into a letter agreement with the ADS Depositary (the “Letter Agreement”) providing for the purchase by Purchaser of 306,411 Ordinary Shares underlying ADSs at a price of $57.00 per Ordinary Share. The Letter Agreement provides that Purchaser is responsible for the payment of any Italian taxes due in respect of the purchase of the Ordinary Shares and for the indemnification of the ADS Depositary in certain circumstances. The foregoing description is summary only and is qualified by reference to the Letter Agreement, which is filed as an exhibit to the Schedule 13D.

Item 7. Material to be Filed as Exhibits.

The Schedule 13D is hereby amended and supplemented by adding reference to the following exhibit:

 

Exhibit No.		Description
7.5		Letter Agreement, dated June 13, 2014, between Jazz Pharmaceuticals Italy S.p.A. and The Bank of New York Mellon*

*	Filed herewith

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Signatures

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Date: June 20, 2014				JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY
				By:		/s/ Suzanne Sawochka Hooper
				Name:		Suzanne Sawochka Hooper
				Title:		Executive Vice President and General Counsel
Date: June 20, 2014				JAZZ FINANCING I LIMITED
				By:		/s/ Hugh Kiely
				Name:		Hugh Kiely
				Title:		Director
Date: June 20, 2014				JAZZ INVESTMENTS II LIMITED
				By:		/s/ Hugh Kiely
				Name:		Hugh Kiely
				Title:		Director
Date: June 20, 2014				JAZZ PHARMACEUTICALS ITALY S.p.A.
				By:		/s/ Patricia Carr
				Name:		Patricia Carr
				Title:		Director

Exhibit 7.5

June 13, 2014

The Bank of New York Mellon

Depositary Receipts Division

101 Barclay Street, 22-W

New York, NY 10126

 

Re:	Gentium S.p.A.

Ladies and Gentlemen:

Reference is hereby made to Item 2 of the letter agreement dated March 14, 2014 between The Bank of New York Mellon (the “Depositary”) and Gentium S.p.A. (“Gentium”) and to the Deposit Agreement dated as of June 15, 2005 (the “Deposit Agreement”) among the Depositary, Gentium and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder evidencing American Depositary Shares (the “ADSs”) representing ordinary shares (the “Shares”) of Gentium. Capitalized terms used in this letter that are not defined herein have the meanings given to them in the Deposit Agreement.

The Depositary has advised the undersigned, Jazz Pharmaceuticals Italy S.p.A. (“Jazz Italy”), the controlling shareholder of Gentium, that 306,411 Shares remain on deposit under the Deposit Agreement and that the Depositary has not received a superior bona fide offer to purchase all the remaining deposited Shares pursuant to Section 6.02 of the Deposit Agreement. Accordingly, Jazz Italy hereby offers to purchase, and the Depositary agrees to sell all 306,411 Shares underlying ADSs for a price of $57.00 per Share, free and clear of any lien created by or in favor of the Depositary or any of its affiliates.

On June 16, 2014, Jazz Italy will initiate a wire in the amount of $17,465,427.00 to the following account of the Depositary:

 

		Bank Name:		The Bank of New York Mellon
		ABA#:		XXX-XXX-XXX
		Account Number:		XXX/XXX-XXX
		Attention:		XXXXX/Gentium

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Upon receipt of payment, the Depositary will instruct its custodian Societe Generale Securities Services S.p.A., Milan to deliver 306,411 Shares to the account below:

 

Codice Rapporto:		XXXXX DEPOSITI AMMINISTRATI
		JAZZ PHARMACEUTICALS ITALY SPA
		VIA ALESSANDRO MANZONI, 30
		20121 MILANO MI

 

Custodian Bank:		Intesa San Paolo
		via Hoepli 10, 20121 Milano
		Account holder: Jazz Pharmaceuticals Italy S.p.A.
		Italian Account reference: XXXXX
		IBAN: XXXXX
		BIC branch via Hoepli: XXXXX
		SWIFT: XXXXX

Jazz Italy shall determine the amount of any Italian taxes, including without limitation, Italian financial transaction tax, that is due in respect of its purchase of the Shares. Jazz Italy shall be responsible for and pay any tax of that kind due in respect of that purchase of Shares to the Italian tax authorities or make arrangement for such payment by an Italian financial intermediary involved in the execution of the transaction or otherwise. The Depositary shall not be responsible for the collection, payment or reporting of any such tax.

[Balance of the page left blank intentionally]

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In consideration of the Depositary’s agreement contained herein, Jazz Italy will indemnify the Depositary, its directors, employees, agents and affiliates and any Custodian against, and hold each of them harmless from, any liability or expense (including, but not limited to any fees and expenses incurred in seeking, enforcing or collecting such indemnity and the fees and expenses of counsel and including any claim that the price for the Shares is inadequate) that may arise out of or in connection with acts performed or omitted pursuant to the provisions of this letter (i) by the Depositary or a Custodian or their respective directors, employees, agents or affiliates, except for any liability or expense arising out of the negligence or bad faith of either of them or their respective directors, employees, agents or affiliates, or (ii) by Jazz Italy or any of its directors, employees, agents or affiliates.

 

 

Acknowledged and agreed:
THE BANK OF NEW YORK MELLON
By:		/s/ Joanne DiGiovanni Hawke
		Name: Joann DiGiovanni Hawke
		Title:   Managing Director