| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13G | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No._1__)* | |
|
Adamas Pharmaceuticals, Inc. | |
| (Name of Issuer) | |
|
Common Stock, par value $0.001 per share | |
| (Title of Class of Securities) | |
|
00548A106 | |
| (CUSIP Number) | |
|
December 31, 2016 | |
| (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) |
| ý | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 8 Pages) | |
______________________________
*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 the disclosures provided in a prior cover page.
The information required in 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).
| CUSIP No. 00548A106 | 13G/A | Page 2 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON Bow Street, LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 1,307,220 shares of Common Stock | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 1,307,220 shares of Common Stock | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,307,220 shares of Common Stock | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.95% | |||
| 12 |
TYPE OF REPORTING PERSON OO | |||
| CUSIP No. 00548A106 | 13G/A | Page 3 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON A. Akiva Katz | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Canada | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 1,307,220 shares of Common Stock | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 1,307,220 shares of Common Stock | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,307,220 shares of Common Stock | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.95% | |||
| 12 |
TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 00548A106 | 13G/A | Page 4 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON Howard Shainker | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 1,307,220 shares of Common Stock | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 1,307,220 shares of Common Stock | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,307,220 shares of Common Stock | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.95% | |||
| 12 |
TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 00548A106 | 13G/A | Page 5 of 8 Pages |
| Item 1(a). | NAME OF ISSUER: |
| The name of the issuer is Adamas Pharmaceuticals, Inc., a Delaware corporation (the "Company"). |
| Item 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: |
| The Company's principal executive offices are located at 1900 Powell Street, Suite 750, Emeryville, CA 94608. |
| Item 2(a). | NAME OF PERSON FILING: | |
| This statement is filed by: | ||
| (i) | Bow Street, LLC, a Delaware limited liability company (the "Investment Manager"), with respect to the shares of Common Stock held by the funds to which the Investment Manager serves as investment manager (the "Bow Street Funds"); | |
| (ii) | Mr. A. Akiva Katz ("Mr. Katz"), who serves as Managing Partner of the Investment Manager, with respect to the shares of Common Stock held by the Bow Street Funds; and | |
| (iii) | Mr. Howard Shainker ("Mr. Shainker "), who serves as Managing Partner of the Investment Manager, with respect to the shares of Common Stock held by the Bow Street Funds. | |
| The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." | ||
| The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Common Stock reported herein. | ||
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
| The address of the business office of each of the Reporting Persons is c/o Bow Street, LLC, 1140 Avenue of the Americas, 9th Floor New York, NY 10036. |
| Item 2(c). | CITIZENSHIP: |
| The Investment Manager is a Delaware limited liability company. Mr. Katz is a Canadian citizen. Mr. Shainker is a United Stated citizen. |
| Item 2(d). | TITLE OF CLASS OF SECURITIES: |
| Common Stock, par value $0.001 per share (the "Common Stock"). |
| Item 2(e). | CUSIP NUMBER: |
| 00548A106 |
| CUSIP No. 00548A106 | 13G/A | Page 6 of 8 Pages |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: | ||
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ¨ | Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ |
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
| |
| (g) | ¨ |
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
| (h) | ¨ |
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | ¨ |
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
| |
| (j) | ¨ | Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). | |
|
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:__________________________ |
| Item 4. | OWNERSHIP |
| The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. | |
| The percentage set forth in Row (11) of the cover page for each Reporting Person is based on the 21,982,429 shares of Common Stock outstanding as of October 31, 2016, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016 filed with the Securities and Exchange Commission on November 3, 2016. |
| 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. |
| See Item 2. |
| CUSIP No. 00548A106 | 13G/A | Page 7 of 8 Pages |
| 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. |
| Each of the Reporting Persons hereby makes the following certification: | |
| By signing below each Reporting Person certifies that, to the best of its or his 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. |
| CUSIP No. 00548A106 | 13G/A | Page 8 of 8 Pages |
SIGNATURES
After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: February 6, 2017
| BOW STREET, LLC | ||
| By: /s/ A. Akiva Katz | ||
| Name: A. Akiva Katz | ||
| Title: Managing Partner | ||
| /s/ A. Akiva Katz | ||
| A. AKIVA KATZ | ||
| /s/ Howard Shainker | ||
| HOWARD SHAINKER |