SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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. Issuer Name and Ticker or Trading Symbol
MELINTA THERAPEUTICS, INC. /NEW/ [ MLNT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/05/2018
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/05/2018 P(1) 1,777,778 A $13.5 8,507,237 D(3)(5)
Common Stock 01/05/2018 P(1) 2,000,000(2) A $13.5 8,729,459 I(4)(5) See Footnotes(4)(5)
Common Stock 01/05/2018 P(1) 2,000,000(2) A $13.5 8,729,459 I(4)(5) See Footnotes(4)(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) 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)
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*
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.
2. See Exhibit 99.1.
3. See Exhibit 99.1.
4. See Exhibit 99.1.
5. 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 01/09/2018
** 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 4 (b)(v).
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                            Explanation of Responses


(1)   On January 5, 2018, the Issuer consummated the transactions contemplated
      by the Purchase and Sale Agreement, dated November 28, 2017 (the "Purchase
      Agreement"), with The Medicines Company ("Medco"), pursuant to which the
      Issuer acquired the capital stock of certain subsidiaries of MedCo and
      certain other assets related to MedCo's infectious disease business unit.
      Pursuant to and in accordance with the terms of the letter, dated November
      28, 2017 (the "Equity Commitment Letter"), between Vatera Healthcare
      Partners LLC and the Issuer, on January 5, 2018, concurrent with the
      closing of the transactions contemplated by the Purchase Agreement, Vatera
      Healthcare Partners LLC purchased 1,777,778 shares of Common Stock for an
      aggregate purchase price of $24,000,000, or $13.50 per share, and VHPM
      Holdings LLC, as an assignee of Vatera Healthcare Partners LLC under the
      Equity Commitment Letter, purchased 222,222 shares of Common Stock for an
      aggregate purchase price of $3,000,000, or $13.50 per share.

(2)   Includes 1,777,778 shares of Common Stock purchased directly by Vatera
      Healthcare Partners LLC and 222,222 shares of Common Stock purchased
      directly by VHPM Holdings LLC.

(3)   Represents shares of Common
 Stock held directly by Vatera Healthcare
      Partners LLC, a Reporting Person on this Form 4.

(4)   Vatera Holdings LLC is the manager of Vatera Healthcare Partners LLC and
      VHPM Holdings LLC and Kevin Ferro serves as the Chief Executive Officer,
      Chief Investment Officer and Managing Member of Vatera Holdings LLC.
      Vatera Holdings LLC and Mr. Ferro are Reporting Persons on this Form 4.
      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 and VHPM Holdings LLC. Each of Vatera Holdings LLC and Mr.
      Ferro disclaims beneficial ownership of any shares owned by Vatera
      Healthcare Partners LLC or VHPM Holdings, except to the extent of its or
      his pecuniary interest therein.

(5)   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, VHPM Holdings 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 transactions
      reported in this Form 4.
 
                            JOINT FILERS' SIGNATURES


VATERA HOLDINGS LLC

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


By:   /s/ Kevin Ferro
   ---------------------------------------------
Kevin Ferro