| Item 1. | |
| (a) | Name of issuer:
PALATIN TECHNOLOGIES INC |
| (b) | Address of issuer's principal executive offices:
103 Carnegie Center Drive, Suite 300, Princeton, NJ 08852 |
| Item 2. | |
| (a) | Name of person filing:
Logos Global Management LP ("Logos Global")
Logos Global Management GP LLC ("Logos Global GP")
Logos Opportunities Fund IV LP ("Opportunities Fund")
Logos Opportunities Fund IV GP LLC ("Logos GP")
Arsani William
Graham Walmsley
Logos Global is the investment adviser to investment funds, including Opportunities Fund. Logos Global GP is the general partner of Logos Global. Logos GP is the general partner of Opportunities Fund. Dr. William is the control person of Logos Global and Logos Global GP. Dr. William and Dr. Walmsley are control persons of Logos GP and the portfolio managers of Opportunities Fund.
The reporting persons are filing this statement jointly but not as members of a group, and they expressly disclaim membership in a group. Each reporting person disclaims beneficial ownership of Common Stock except to the extent of that person's pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of the Opportunities Fund should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any Common Stock covered by this Schedule 13G. |
| (b) | Address or principal business office or, if none, residence:
One Letterman Drive, Building C, Suite C3-350, San Francisco, California 94129 |
| (c) | Citizenship:
See Item 4 of the cover sheet for each reporting person. |
| (d) | Title of class of securities:
Common Stock |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |  An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Logos Global: 182,162
Logos Global GP: 182,162
Opportunities Fund: 182,162
Logos GP: 182,162
Arsani William: 182,162
Graham Walmsley: 182,162 |
| (b) | Percent of class:
Logos Global: 9.9%
Logos Global GP: 9.9%
Opportunities Fund: 9.9%
Logos GP: 9.9%
Arsani William: 9.9%
Graham Walmsley: 9.9% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Logos Global: 0
Logos Global GP: 0
Opportunities Fund: 0
Logos GP: 0
Arsani William: 0
Graham Walmsley: 0
|
| | (ii) Shared power to vote or to direct the vote:
Logos Global: 182,162
Logos Global GP: 182,162
Opportunities Fund: 182,162
Logos GP: 182,162
Arsani William: 182,162
Graham Walmsley: 182,162
|
| | (iii) Sole power to dispose or to direct the disposition of:
Logos Global: 0
Logos Global GP: 0
Opportunities Fund: 0
Logos GP: 0
Arsani William: 0
Graham Walmsley: 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
Logos Global: 182,162
Logos Global GP: 182,162
Opportunities Fund: 182,162
Logos GP: 182,162
Arsani William: 182,162
Graham Walmsley: 182,162
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Opportunities Fund holds the Common Stock for the benefit of its investors and has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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