Edgar Filing: Egalet Corp

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Danish Biotech SPV I P/S

2. Issuer Name and Ticker or Trading Symbol
Egalet Corp [EGLT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1 ROYAL PLAZA, ROYAL AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2014

(Street)

ST. PETER PORT, Y7 GY1 2HL

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/11/2014		C		438,364 ⁽¹⁾	A	⁽³⁾	438,364 ⁽¹⁾	D ⁽¹⁾
Common Stock	02/11/2014		C		251,125 ⁽¹⁾	A	⁽⁹⁾	689,489 ⁽¹⁾	D ⁽¹⁾
Common Stock	02/11/2014		C		523,799 ⁽¹⁾	A	⁽⁴⁾	1,213,288 ⁽¹⁾	D ⁽¹⁾
Common Stock	02/11/2014		X		112,500 ⁽¹⁾	A	$ 0.001	1,325,788 ⁽¹⁾	D ⁽¹⁾
Common Stock	02/11/2014		C		213,136 ⁽¹⁾	A	$ 6	1,538,924 ⁽¹⁾	D ⁽¹⁾
Common Stock	02/11/2014		C		321,077 ⁽¹⁾	A	$ 6	1,860,001 ⁽¹⁾	D ⁽¹⁾
Common Stock	02/11/2014		P		156,250 ⁽¹⁾	A	$ 12	2,016,251 ⁽¹⁾	D ⁽¹⁾
Common Stock								314,732 ⁽¹⁾	I	By Egalet A/S ⁽²⁾
Common Stock	02/11/2014		X		60,000 ⁽⁸⁾	A	$ 0.001	60,000 ⁽⁸⁾	D ⁽⁸⁾
Common Stock	02/11/2014		C		171,241 ⁽⁸⁾	A	$ 6	231,241 ⁽⁸⁾	D ⁽⁸⁾
Common Stock	02/11/2014		P		83,333 ⁽⁸⁾	A	$ 12	314,574 ⁽⁸⁾	D ⁽⁸⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A-1 Preferred Stock

⁽³⁾

02/11/2014

438,364 ⁽¹⁾

⁽³⁾

Common Stock

438,364 ⁽¹⁾ ⁽³⁾

$ 0

D ⁽¹⁾

Series A-2 Preferred Stock

⁽⁹⁾

02/11/2014

251,125 ⁽¹⁾

⁽⁹⁾

Common Stock

251,125 ⁽¹⁾ ⁽⁹⁾

$ 0

D ⁽¹⁾

Series B Preferred Stock

⁽⁴⁾

02/11/2014

523,799 ⁽¹⁾

⁽⁴⁾

Common Stock

523,799 ⁽¹⁾ ⁽⁴⁾

$ 0

D ⁽¹⁾

Warrants

$ 0.001

02/11/2014

112,500 ⁽¹⁾

⁽⁵⁾

Common Stock

112,500 ⁽¹⁾

$ 0

D ⁽¹⁾

Subordinated Convertible Debt

$ 6

02/11/2014

$ 1,278,820 ⁽¹⁾

⁽⁶⁾

Common Stock

213,136 ⁽¹⁾

$ 0

D ⁽¹⁾

Senior Convertible Debt

$ 6

02/11/2014

$ 1,926,473 ⁽¹⁾

⁽⁷⁾

Common Stock

321,077 ⁽¹⁾

$ 0

D ⁽¹⁾

Warrants

$ 0.001

02/11/2014

60,000 ⁽⁸⁾

⁽⁵⁾

Common Stock

60,000 ⁽⁸⁾

$ 0

D ⁽⁸⁾

Senior Convertible Debt

$ 6

02/11/2014

$ 1,027,452 ⁽⁸⁾

⁽⁷⁾

Common Stock

171,241 ⁽⁸⁾

$ 0

D ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Danish Biotech SPV I P/S 1 ROYAL PLAZA, ROYAL AVENUE ST. PETER PORT, Y7 GY1 2HL		X
Omega Fund IV, L.P. 1 ROYAL PLAZA, ROYAL AVENUE ST. PETER PORT, Y7 GY1 2HL		X

Signatures

By: Stan Musial, Attorney in fact for Danish Biotech SPV I P/S		02/13/2014
^**Signature of Reporting Person		Date
By: Stan Musial, Attorney in fact for Omega Fund IV L.P.		02/13/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	These securities are owned by Danish Biotech SPV I P/S ("Danish Biotech"), who is a member of a "group" with Omega Fund IV L.P. ("Omega") for purposes of Section 13(d) of the Exchange Act. This Form 4 is being filed jointly by Danish Biotech and Omega in connection with the consummation of Egalet Corporation's initial public offering. The address of Omega is 1 Royal Plaza, Royal Avenue, St. Peter Port, Guernsey, GY1 2HL.
(2)	The reporting person is Egalet A/S, a corporation. Danish Biotech is a 24.4% equityholder of Egalet A/S.
(3)	The Series A-1 Preferred Stock automatically converted into Egalet Corporation common stock on a 1-for-1 basis immediately prior to the consummation of Egalet Corporation's initial public offering.
(4)	The Series B Preferred Stock automatically converted into Egalet Corporation common stock on a 1-for-1 basis immediately prior to the consummation of Egalet Corporation's initial public offering.
(5)	The warrants were automatically exercised into Egalet Corporation common stock immediately prior to the consummation of the Egalet Corporation's initial public offering on a 1-for-1 basis, pursuant to the securityholders' purchase of a specified minimum amount of common stock in such offering.
(6)	The subordinated convertible debt automatically converted into Egalet Corporation common stock immediately prior to the consummation of Egalet Corporation's initial public offering, based on a conversion price equal to 50% of the per share price in such offering, which was $12 per share.
(7)	The senior convertible debt automatically converted into Egalet Corporation common stock immediately prior to the consummation of Egalet Corporation's initial public offering, based on a conversion price equal to 50% of the per share price in such offering, which was $12 per share.
(8)	These securities are owned by Omega, who is a member of a "group" with Danish Biotech for purposes of Section 13(d) of the Exchange Act. This Form 4 is being filed jointly by Danish Biotech and Omega in connection with the consummation of Egalet Corporation's initial public offering.
(9)	The Series A-2 Preferred Stock automatically converted into Egalet Corporation common stock on a 1-for-1 basis immediately prior to the consummation of Egalet Corporation's initial public offering.

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