UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
ADAMAS PHARMACEUTICALS, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
00548A106
(CUSIP Number)
October 24, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| CUSIP No. 00548A106 | 13G |
| 1 | NAME OF REPORTING PERSONS
Kerrisdale Partners Master Fund Ltd | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| 5 | SOLE VOTING POWER
1,473,247 | |||||
| 6 | SHARED VOTING POWER
0 | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE DISPOSITIVE POWER
1,473,247 | ||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,473,247 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5% | |||||
| 12 | TYPE OF REPORTING PERSON*
CO | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| CUSIP No. 00548A106 | 13G |
| 1 | NAME OF REPORTING PERSONS
Kerrisdale Advisers, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
New York | |||||
| 5 | SOLE VOTING POWER
0 | |||||
| 6 | SHARED VOTING POWER
1,473,247 | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE DISPOSITIVE POWER
0 | ||||
| 8 | SHARED DISPOSITIVE POWER
1,473,247 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,473,247 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5% | |||||
| 12 | TYPE OF REPORTING PERSON*
IA, OO | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| CUSIP No. 00548A106 | 13G |
| 1 | NAME OF REPORTING PERSONS
Sahm Adrangi | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Canada | |||||
| 5 | SOLE VOTING POWER
0 | |||||
| 6 | SHARED VOTING POWER
1,473,247 | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE DISPOSITIVE POWER
0 | ||||
| 8 | SHARED DISPOSITIVE POWER
1,473,247 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,473,247 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5% | |||||
| 12 | TYPE OF REPORTING PERSON*
IN, HC | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
Item 1(a) Name of Issuer.
Adamas Pharmaceuticals, Inc. (the “Issuer”)
Item 1(b) Address of Issuer’s Principal Executive Offices.
1900 Powell Street, Suite 750
Emeryville, CA 94608
ITEM 2(a). NAME OF PERSON FILING:
The Reporting Persons are:
(i) Kerrisdale Partners Master Fund Ltd (the “Master Fund”), a Cayman Islands exempted company;
(ii) Kerrisdale Advisers, LLC (the “Adviser”), a New York limited liability company and the investment manager to the Master Fund, with respect to the Common Stock held by the Master Fund;
(iii) Sahm Adrangi, a Canadian citizen and the managing member of the Adviser, with respect to the Common Stock held by the Master Fund.
ITEM 2(b). Address of Principal Business Office, or, if non, Residence:
The address for the Master Fund is:
c/o Intertrust Corporate Services (Cayman) Limited
190 Elgin Avenue
George Town, Grand Cayman KY1-9005 Cayman Islands
The address for each of the Adviser and Mr. Adrangi is:
1212 Avenue of the Americas, 3rd Floor
New York, NY 10036
Item 2(c) Citizenship:
Master Fund - Cayman Islands
Adviser - New York
Sahm Adrangi - Canada
Item 2(d) Title of Class of Securities.
Common Stock, par value $0.001 per share (“Common Stock”)
Item 2(e) CUSIP Number.
00548A106
Item 3 If this statement is Filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the Filing person is.
Not Applicable
Item 4 Ownership.
(a) As of the date hereof, each of the Reporting Persons beneficially owns the 1,473,247 shares of the Issuer’s Common Stock held by the Master Fund.
(b) The shares beneficially owned constitute 6.5% of the Issuer’s outstanding Common Stock.
The approximate percentage of Common Stock reported as beneficially owned by each of the Reporting Persons is based on 22,514,076 shares of Common Stock outstanding as of July 31, 2017, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2017.
Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that they have formed a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended.
(c) The Adviser and Mr. Adrangi have the shared power to vote and dispose of the shares of Common Stock held by the Master Fund reported herein. The Master Fund has the sole right to vote and dispose of the shares of Common Stock held by it.
Item 5 Ownership of Five Percent or Less of a Class.
If this Statement is being filed to report that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐
Item 6 Ownership of More Than Five Percent on Behalf of Another Person.
Not applicable.
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.
By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: November 1, 2017 | ||||||
| Kerrisdale Partners Master Fund Ltd | ||||||
| Signature: | /s/ Sahm Adrangi | |||||
| Name: Sahm Adrangi | ||||||
| Title: Director | ||||||
| Kerrisdale Advisers, LLC | ||||||
| Signature: | /s/ Sahm Adrangi | |||||
| Name: Sahm Adrangi | ||||||
| Title: Managing Member | ||||||
| /s/ Sahm Adrangi | ||||||
| Sahm Adrangi | ||||||