sc13g.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
Raptor Pharmaceutical Corporation
(Name of Issuer)

 
Common stock, par value $0.001 per share
(Title of Class of Securities)

 
75382F106
(CUSIP Number)

 
March 25, 2014
(Date of Event Which Requires Filing of this Statement)

 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
o
Rule 13d-1(b)
 
 
x
Rule 13d-1(c)
 
 
o
Rule 13d-1(d)
 
*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)
 

 
- 1 -
 

CUSIP No. 75382F106
 
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Bidzina Ivanishvili
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
   
(a)  x
(b)  o
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
French
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
5.
SOLE VOTING POWER
0
    
6.
SHARED VOTING POWER
3,619,987 ordinary shares
    
7.
SOLE DISPOSITIVE POWER
0
    
8.
SHARED DISPOSITIVE POWER
3,619,987 ordinary shares
    
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,619,987 ordinary shares*
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
12.
TYPE OF REPORTING PERSON
IN

 
* See explanatory note included in Item 4.
 

 
- 2 -
 

CUSIP No. 75382F106
 
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
George Bachiashvili
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
   
(a)  x
(b)  o
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Georgian
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
5.
SOLE VOTING POWER
0
    
6.
SHARED VOTING POWER
3,052,250 ordinary shares
    
7.
SOLE DISPOSITIVE POWER
0
    
8.
SHARED DISPOSITIVE POWER
3,052,250 ordinary shares
    
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,052,250 ordinary shares*
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.89%
12.
TYPE OF REPORTING PERSON
IN

 
* See explanatory note included in Item 4.
 

 
- 3 -
 

CUSIP No. 75382F106
 
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Soothsayer Limited
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
   
(a)  x
(b)  o
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
5.
SOLE VOTING POWER
0
    
6.
SHARED VOTING POWER
567,737 ordinary shares
    
7.
SOLE DISPOSITIVE POWER
0
    
8.
SHARED DISPOSITIVE POWER
567,737 ordinary shares
    
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
567,737 ordinary shares*
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.91%
12.
TYPE OF REPORTING PERSON
CO

 
* See explanatory note included in Item 4.
 

 
- 4 -
 

CUSIP No. 75382F106
 
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Meadowsweet Assets Limited
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
   
(a)  x
(b)  o
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
5.
SOLE VOTING POWER
0
    
6.
SHARED VOTING POWER
3,052,250 ordinary shares
    
7.
SOLE DISPOSITIVE POWER
0
    
8.
SHARED DISPOSITIVE POWER
3,052,250 ordinary shares
    
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,052,250 ordinary shares*
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.89%
12.
TYPE OF REPORTING PERSON
CO

 
* See explanatory note included in Item 4.
 

 
- 5 -
 

CUSIP No. 75382F106
 
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Credit Suisse Trust Limited in its capacity as trustee of The Mandalay Trust
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
   
(a)  x
(b)  o
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
5.
SOLE VOTING POWER
0
    
6.
SHARED VOTING POWER
3,619,987 ordinary shares
    
7.
SOLE DISPOSITIVE POWER
0
    
8.
SHARED DISPOSITIVE POWER
3,619,987 ordinary shares
    
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,619,987 ordinary shares*
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
12.
TYPE OF REPORTING PERSON
CO

 
* See explanatory note included in Item 4.
 

 
- 6 -
 

ITEM 1(a).
NAME OF ISSUER:
 
Raptor Pharmaceutical Corporation (the "Issuer")
 
ITEM 1(b).
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
 
5 Hamilton Landing, Suite 160, Novato, California 94949, United States
 
ITEM 2(a).
NAME OF PERSON FILING:
 
Bidzina Ivanishvili
 
George Bachiashvili
 
Soothsayer Limited (the "Record Holder1")
 
Meadowsweet Assets Limited (the "Record Holder2")
 
Credit Suisse Trust Limited (the "Trustee") in its capacity as trustee of The Mandalay Trust (the "Trust")
 
ITEM 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
 
The address of the principal business office of Bidzina Ivanishvili is Irakly II Square No.3, Tbilisi, Georgia. The address of the principal business office of George Bachiashvili is #15 Tamar Mefe Aveniu, Tbilisi, Georgia. The address of the principal business office of the Record Holder1 is The Bahamas Financial centre, Shirley & Charlotte Streets, P.O. Box N-3023, Nassau, Bahamas. The address of the principal business office of the Record Holder2 is Akara Building, 24 De Castro Street, Wickhams Cay 1, P.O. Box 3136, Road Town, Torola, British Virgin Islands. The address of the Trust and the Trustee is 1 Raffles Link, #05-02 Singapore 039393.
 
ITEM 2(c)
CITIZENSHIP:
 
Bidzina Ivanishvili is a citizen of France. George Bachiashvili is a citizen of Georgia. The place of organization of the Record Holder1 is the Bahamas. The place of organization of the Record Holder2 is the British Virgin Islands. The place of organization of the Trustee is Singapore.  The Trust is established under the laws of Singapore.
 
ITEM 2(d).
TITLE OF CLASS OF SECURITIES:
 
Common stock
 
ITEM 2(e).
CUSIP NUMBER:
 
75382F106
 
ITEM 3.
Not Applicable
 
 
 
- 7 -
 
 
ITEM 4.
OWNERSHIP:
 
 
Reporting Person
(a)
Amount
beneficially owned:
(b)
Percent of class*:
(c)(i)
Sole power to vote or direct
the vote:
(c)(ii)
Shared power to vote or to direct
the vote:
(c)(iii)
Sole power to dispose or to direct the disposition of:
(c)(iv)
Shared power to dispose or to direct the disposition of:
 
Bidzina Ivanishvili
3,619,987    
5.8%    
0
3,619,987    
0
3,619,987    
 
George Bachiashvili
3,052,250    
4.89%    
0
3,052,250    
0
3,052,250    
 
Soothsayer Limited
567,737    
0.91%    
0
567,737    
0
567,737    
 
Meadowsweet Assets Limited
3,052,250    
4.89%    
0
3,052,250    
0
3,052,250    
 
Credit Suisse Trust Limited**
3,619,987    
5.8%    
0
3,619,987    
0
3,619,987    

* Based upon 62,479,286 ordinary shares outstanding as of March 25, 2014.
** In its capacity as trustee of the Trust.
 
The Record Holder1 beneficially owns 567,737 shares of common stock of the Issuer and the Record Holder2 beneficially owns 3,052,250 shares of common stock of the Issuer. Record Holder1 and Record Holder2 are both wholly owned by the Trust, of which the Trustee acts as the trustee. Bidzina Ivanishvili is the settlor of the Trust. George Bachiashvili is an investment manager of the Trust. Bidzina Ivanishvili, George Bachiashvili, Record Holder1, Record Holder2 and the Trustee in its capacity as trustee for the Trust may be deemed to be a group for the shares of common stock as defined in Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended, and each member of such group may be deemed to beneficially own the ordinary shares beneficially owned by other members constituting such group. The Trustee disclaims beneficial ownership of the ordinary shares. The filing of this Schedule 13G should not be deemed an admission that the Trustee is the beneficial owner of such ordinary shares for any purpose.
 
ITEM 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
 
Not applicable
 
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
 
Not applicable
 
 
 
- 8 -
 
 
ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
 
Not applicable
 
ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
 
Not applicable
 
ITEM 9.
NOTICE OF DISSOLUTION OF GROUP:
 
Not applicable
 
ITEM 10.
CERTIFICATION:
 
Not applicable
 

 
- 9 -
 

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: May 28, 2014
 
Bidzina Ivanishvili
    /s/ Bidzina Ivanishvili 
   
Name: Bidzina Ivanishvili
     
George Bachiashvili
    /s/ George Bachiashvili
   
Name:  George Bachiashvili
     
Soothsayer Limited
By:
  /s/ Lau Chew Lui
   
Name: Lau Chew Lui
     
 
By:
  /s/ Dominik Birri 
   
Name: Dominik Birri
     
Meadowsweet Assets Limited
By:
  /s/ Lau Chew Lui
   
Name: Lau Chew Lui
     
 
By:
  /s/ Dominik Birri 
   
Name: Dominik Birri
     
Credit Suisse Trust Limited
  
Credit Suisse Trust Limited in its capacity as trustee of the Mandalay Trust
     
 
By:
  /s/ Lau Chew Lui
   
Name: Lau Chew Lui
     
 
By:
  /s/ Dominik Birri 
   
Name: Dominik Birri

 

 
- 10 -
 

LIST OF EXHIBITS
 
Exhibit No.
Description
A
Joint Filing Agreement

 

 
- 11 -
 

EXHIBIT A
Joint Filing Agreement
 
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.001 per share, of Raptor Pharmaceutical Corporation, a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
 
[Remainder of this page has been left intentionally blank.]
 

 
- 12 -
 

Signature Page
 

 
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the day of May 28, 2014.
 
Bidzina Ivanishvili
    /s/ Bidzina Ivanishvili
   
Name: Bidzina Ivanishvili
     
George Bachiashvili
    /s/ George Bachiashvili
   
Name:  George Bachiashvili
     
Soothsayer Limited
By:
  /s/ Lau Chew Lui
   
Name: Lau Chew Lui
     
 
By:
  /s/ Dominik Birri 
   
Name: Dominik Birri
     
Meadowsweet Assets Limited
By:
  /s/ Lau Chew Lui
   
Name: Lau Chew Lui
     
 
By:
  /s/ Dominik Birri 
   
Name: Dominik Birri
     
Credit Suisse Trust Limited
  
Credit Suisse Trust Limited in its capacity as trustee of the Mandalay Trust
     
 
By:
  /s/ Lau Chew Lui
   
Name: Lau Chew Lui
     
 
By:
  /s/ Dominik Birri 
   
Name: Dominik Birri

 

 
- 13 -