Under the Securities Exchange Act of 1934 (Amendment No. )*
Retrophin, Inc. (Name of Issuer)
Common Stock, par value $0.0001 per share (Title of Class of Securities)
761299106 (CUSIP Number)
December 31, 2014 (Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d)
* 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 Instructions).
1 | NAME OF REPORTING PERSON Consonance Capital Management LP I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 2,500,187 | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 2,500,187 | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,500,187 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.4% Based on 26,699,847 shares of common stock outstanding as of November 12, 2014, as reported in the Issuers Form 10-Q filed with the SEC on November 13, 2014 | ||
12 | TYPE OF REPORTING PERSON IA, PN |
1 | NAME OF REPORTING PERSON Consonance Capital Opportunity Fund Management LP I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 47-3018842 | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 51,348 | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 51,348 | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 51,348 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2% Based on 26,699,847 shares of common stock outstanding as of November 12, 2014, as reported in the Issuers Form 10-Q filed with the SEC on November 13, 2014. | ||
12 | TYPE OF REPORTING PERSON IA, PN |
1 | NAME OF REPORTING PERSON Mitchell Blutt I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 2,551,535 | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 2,551,535 | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,551,535 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.6% Based on 26,699,847 shares of common stock outstanding as of November 12, 2014, as reported in the Issuers Form 10-Q filed with the SEC on November 13, 2014. | ||
12 | TYPE OF REPORTING PERSON HC, IN |
1 | NAME OF REPORTING PERSON Consonance Capman GP LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 2,551,535 | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 2,551,535 | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,551,535 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.6% Based on 26,699,847 shares of common stock outstanding as of November 12, 2014, as reported in the Issuers Form 10-Q filed with the SEC on November 13, 2014. | ||
12 | TYPE OF REPORTING PERSON HC, OO |
ITEM 1(a). | NAME OF ISSUER: | |
Retrophin, Inc. | ||
ITEM 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: | |
12255 El Camino Real, Suite 250San Diego, CA 92130 | ||
ITEM 2(a). | NAME OF PERSON FILING: | |
Consonance Capital Management LP Consonance Capital Opportunity Fund Management LPMitchell Blutt Consonance Capman GP LLC | ||
ITEM 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: | |
1370 Avenue of the AmericaSuite 3301New York, NY 10019 | ||
ITEM 2(c). | CITIZENSHIP: | |
Consonance Capital Management LP - DelawareConsonance Capital Opportunity Fund Management LP - DelawareMitchell Blutt - USAConsonance Capman GP LLC - Delaware | ||
ITEM 2(d). | TITLE OF CLASS OF SECURITIES: | |
Common Stock, par value $0.0001 per share | ||
ITEM 2(e). | CUSIP NUMBER: | |
761299106 |
ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-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. 78c); | |
(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) | [X] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); | |
(f) | [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); | |
(g) | [X] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); | |
(h) | [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
(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); | |
(j) | [ ] A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J); | |
(k) | [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution: | |
ITEM 4. | OWNERSHIP: | |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | ||
(a) | Amount beneficially owned: | |
Consonance Capital Management LP 2,500,187Consonance Capital Opportunity Fund Management LP 51,348 Mitchell Blutt 2,551,535 Consonance Capman GP LLC 2,551,535 | ||
(b) | Percent of class: | |
Consonance Capital Management LP 9.4%Consonance Capital Opportunity Fund Management LP 0.2%Mitchell Blutt 9.6%Consonance Capman GP LLC 9.6%Based on 26,699,847 shares of common stock outstanding as of November 12, 2014, as reported in the Issuers Form 10-Q filed with the SEC on November 13, 2014 | ||
(c) | Number of shares as to which the person has: | |
(i) Sole power to vote or to direct the vote: | ||
Consonance Capital Management LP - 0Consonance Capital Opportunity Fund Management LP - 0Mitchell Blutt - 0Consonance Capman GP LLC - 0 | ||
(ii) Shared power to vote or to direct the vote: | ||
Consonance Capital Management LP - 2,500,187Consonance Capital Opportunity Fund Management LP - 51,348Mitchell Blutt - 2,551,535Consonance Capman GP LLC - 2,551,535 | ||
(iii) Sole power to dispose or to direct the disposition of: | ||
Consonance Capital Management LP - 0Consonance Capital Opportunity Fund Management LP - 0Mitchell Blutt - 0Consonance Capman GP LLC - 0 | ||
(iv) Shared power to dispose or to direct the disposition of: | ||
Consonance Capital Management LP - 2,500,187Consonance Capital Opportunity Fund Management LP - 51,348Mitchell Blutt - 2,551,535Consonance Capman GP LLC - 2,551,535 |
ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: | |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. | ||
ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: | |
The ownership information in Item 4 is incorporated herein by reference. | ||
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: | |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. |
February 13, 2015 |
Date |
Consonance Capital Management LP |
/s/ Mitchell Blutt |
Signature |
Mitchell Blutt, Manager & Member |
Name/Title |
February 13, 2015 |
Date |
Consonance Capital Opportunity Fund Management LP |
/s/ Mitchell Blutt |
Signature |
Mitchell Blutt, Manager & Member |
Name/Title |
February 13, 2015 |
Date |
Mitchell Blutt |
/s/Mitchell Blutt |
Signature |
Mitchell Blutt, Manager & Member |
Name/Title |
February 13, 2015 |
Date |
Consonance Capital Management LP |
/s/ Mitchell Blutt |
Signature |
Mitchell Blutt, Manager & Member |
Name/Title |