SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Vatera Healthcare Partners LLC

(Last) (First) (Middle)
C/O VATERA HOLDINGS LLC
499 PARK AVENUE, 23RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/03/2017
3. Issuer Name and Ticker or Trading Symbol
MELINTA THERAPEUTICS, INC. /NEW/ [ MLNT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 6,729,459 D(1)
Common Stock 6,729,459 I See Footnote(1)
Common Stock 6,729,459 I See Footnote(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Vatera Healthcare Partners LLC

(Last) (First) (Middle)
C/O VATERA HOLDINGS LLC
499 PARK AVENUE, 23RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VATERA HOLDINGS LLC

(Last) (First) (Middle)
499 PARK AVENUE, 23RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ferro Kevin

(Last) (First) (Middle)
C/O VATERA HOLDINGS LLC
499 PARK AVENUE, 23RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. See Exhibit 99.1.
Remarks:
Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Signatures
VATERA HEALTHCARE PARTNERS LLC, By: Vatera Holdings LLC, its Manager, By: /s/ Kevin Ferro, Title: Chief Executive Officer, Chief Investment Officer and Managing Member 11/13/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Explanation of Responses
 

(1)
Vatera Healthcare Partners LLC directly owns 6,729,459 shares of common stock of the Issuer (the "Shares") received upon consummation of the merger (the "Merger") of a subsidiary of the Issuer into a company now known as Melinta Subsidiary Corp. on November 3, 2017.  Vatera Holdings LLC is the manager of Vatera Healthcare Partners LLC and Kevin Ferro serves as the Chief Executive Officer, Chief Investment Officer and Managing Member of Vatera Holdings LLC.  Vatera Healthcare Partners LLC, Vatera Holdings LLC and Mr. Ferro are Reporting Persons on this Form 3.  Pursuant to Rule 13d-3 of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), Vatera Holdings LLC and Mr. Ferro may be deemed to beneficially own the Shares owned directly by Vatera Healthcare Partners LLC. Each of Vatera Holdings LLC and Mr. Ferro disclaims beneficial ownership of any Shares owned by Vatera Healthcare Partners LLC, except to the extent of its or his pecuniary interest therein.  Mr. Ferro serves on the Board of Directors of the Issuer (the "Board"), together with Cecilia Gonzalo, a managing director of Vatera Holdings LLC, and Thomas P. Koestler, Ph.D., an executive director of Vatera Holdings LLC.  Solely for purposes of Section 16 of the Exchange Act, Vatera Healthcare Partners LLC and Vatera Holdings LLC may be deemed to be directors-by-deputization as a result of the service of such persons on the Board. For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the Board approved the acquisition of any direct or indirect pecuniary interest in any and all Shares by the Reporting Persons as a result of or in connection with the Merger.

JOINT FILERS’ SIGNATURES



VATERA HOLDINGS LLC

By:  /s/ Kevin Ferro                                            
Name:  Kevin Ferro
Title:  Chief Executive Officer, Chief Investment
           Officer and Managing Member


           




/s/ Kevin Ferro                                                
Kevin Ferro