View:
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
PTC Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
69370C100
(CUSIP Number)
Brookside Capital Partners Fund, L.P.
John Hancock Tower, 200 Clarendon St.
Boston, Massachusetts 02116
(617) 516-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 24, 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 which is the subject of this Schedule 13D/A, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 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.
(Continued on following pages)
(Page 1 of 7 Pages)
CUSIP No. 69370C100
13D/A
Page 2 of 7 Pages
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Brookside Capital Partners Fund, L.P.
EIN No.: 04-3313066
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ?
(b)
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
WC
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ?
PURSUANT TO ITEM 2(d) or 2(e)
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
776,445 Shares
8.
SHARED VOTING POWER
0 (see Item 5)
9.
SOLE DISPOSITIVE POWER
776,445 Shares
10.
SHARED DISPOSITIVE POWER
0 (see Item 5)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
776,445 Shares (see Item 5)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ?
SHARES
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.35%
14.
TYPE OF REPORTING PERSON
PN
CUSIP No. 69370C100
13D/A
Page 3 of 7 Pages
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Brookside Capital Trading Fund, L.P.
EIN No.: 26-4233731
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ?
(b)
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
WC
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ?
PURSUANT TO ITEM 2(d) or 2(e)
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
1,274,780 Shares
8.
SHARED VOTING POWER
0 (see Item 5)
9.
SOLE DISPOSITIVE POWER
1,274,780 Shares
10.
SHARED DISPOSITIVE POWER
0 (see Item 5)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,274,780 Shares (see Item 5)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ?
SHARES
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.85%
14.
TYPE OF REPORTING PERSON
PN
Explanatory Note
On October 16, 2014, PTC Therapeutics, Inc., a Delaware corporation (the
"Issuer") announced the closing of an underwritten public offering (the
"Offering") of 3,000,000 shares of its Common Stock, $0.001 par value per
share (the "Common Stock"). This Amendment No. 3 ("Amendment No. 3") to
the
Schedule 13D, filed with the SEC on July 3, 2013 on behalf of the following
(collectively, the "Reporting Persons"): (1) Brookside Capital Partners
Fund,
L.P., a Delaware limited partnership ("Partners Fund"), whose sole general
partner is Brookside Capital Investors, L.P., a Delaware limited
partnership
("Brookside Investors"), whose sole general partner is Brookside Capital
Management, LLC, a Delaware limited liability company ("Brookside
Management
"); and (2) Brookside Capital Trading Fund, L.P., a Delaware limited
partnership ("Trading Fund"), whose sole general partner is Brookside
Capital Investors II, L.P., a Delaware limited partnership ("Brookside
Investors II"), whose sole general partner is Brookside Management (the
"Original Schedule 13D"), is filed to reflect the percentage change
in the
Reporting Persons' beneficial ownership as a result of the sales made
by the Partners Fund and Trading Fund described in Item 4 of this
Amendment No. 3. This Amendment No. 3 amends and supplements the Original
Schedule 13D only to the extent provided herein and all other items
in the
Original Schedule 13D remain unchanged.
Item 4. Purpose of Transaction
Item 4 is hereby amended and supplemented to add the following:
The Partners Fund and Trading Fund made sales between October 23,
2014 and October 27, 2014 totaling 367,604 shares of Common Stock
from the Issuer ("October Sales"). Following the October Sales,
the Reporting Persons hold, in the aggregate, 2,051,225 shares
of Common Stock.
Item 5. Interest in Securities of the Company
Item 5 is amended and restated in its entirety as follows:
(a) - (c) The information contained on the cover pages to this Schedule
13D/A is hereby incorporated herein by reference. As reported in the
Company's Prospectus filed pursuant to Rule 424(b)(4) on October 10, 2014
with the Securities and Exchange Commission (the "2014 Prospectus"),
there
are 33,102,647 shares of Common Stock outstanding following the Offering.
The Trading Fund beneficially owns 1,274,780 shares of Common Stock,
representing 3.85% of the Issuer's outstanding Common Stock, and the
Partners Fund beneficially owns 776,445 shares of Common Stock
, representing
2.35% of the Issuer's outstanding Common Stock. Collectively, the Reporting
Persons beneficially own 2,051,225 shares of Common Stock,
representing 6.20%
of the Issuer's outstanding Common Stock.
Brookside Investors, as the sole general partner of the Partners
Fund,
may be deemed to share voting and dispositive power with respect to 776,445
shares of Common Stock currently held by the Partners Fund, representing
2.35% of the shares of the Issuer's outstanding Common Stock. Brookside
Investors II, as the sole general partner of the Trading Fund, may be
deemed
to share voting and dispositive power with respect to 1,274,780 shares of
Common Stock currently held by the Trading Fund, representing approximately
3.85% of the Issuer's outstanding Common Stock. The filing of this
Statement
shall not be construed as an admission that Brookside Investors and
Brookside Investors II are, for the purpose of Section 13(d) of the
Exchange
Act, the beneficial owners of such shares held by the Partners Fund
and the Trading Fund.
Brookside Management, as the sole general partner of Brookside
Investors and Brookside Investors II, may be deemed to share voting
and dispositive power with respect to 2,051,225 shares of Common
Stock currently held by the Partners Fund and the Trading Fund,
representing 6.20% of the shares of Common Stock outstanding. The filing
of this Statement shall not be construed as an admission that Brookside
Management is, for the purpose of Section 13(d) of the Exchange Act,
the beneficial owner of such shares held by the Partners Fund
and the Trading Fund.
(d) Except as otherwise described in this Item 5, no one other
than the Partners Fund and the Trading Fund has the right to receive,
or the power to direct the receipt of, dividends from, or
the proceeds from the sale of, any of the securities of the
Issuer beneficially owned by the
Partners Fund and the Trading Fund.
(e) Not applicable.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the
information set forth in this Statement is true, complete and correct.
Dated: October 27, 2014
BROOKSIDE CAPITAL PARTNERS FUND, L.P.
By: Brookside Capital Investors, L.P.,
its general partner
By: Brookside Capital Management, LLC,
its general partner
By:
__
Name: Matthew McPherron
Title: Managing Director
BROOKSIDE CAPITAL TRADING FUND, L.P.
By: Brookside Capital Investors II, L.P.,
its general partner
By: Brookside Capital Management, LLC,
its general partner
By:
__
Name: Matthew McPherron
Title: Managing Director
36604024_2
36604024_2
36604024_2
36604024_2