Edgar Filing: EAGLE PHARMACEUTICALS, INC.

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

Eagle Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

269796 108

(CUSIP Number)

Pasquale DeAngelis

ProQuest Associates IV LLC

2430 Vanderbilt Beach Road, 108-190

Naples, FL 34109

(609) 919-3567

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 15, 2017

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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 the Notes).

CUSIP No. 269796 108

13D

Page 2 of 10 Pages

1.	Name of Reporting Persons ProQuest Investments IV, L.P. (“ProQuest”)
2.	Check the Appropriate Box if a Member of a Group (See Instructions)	(a)	¨
		(b)	x(1)
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)		¨
6.	Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned by

Each

Reporting

Person With

Sole Voting Power

Shared Voting Power

Sole Dispositive Power

10.

Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row 11 0.0% (2)
14.	Type of Reporting Person (See Instructions) PN

(1) This schedule is filed by ProQuest Investments IV, L.P. (“ProQuest”), ProQuest Associates IV, LLC (“PQA IV”), ProQuest Financial LLC (“PQF”), and Jay Moorin and Alain Schreiber (Messrs. Moorin and Schreiber referred herein collectively as the “Listed Persons”). PQA IV is the General Partner of ProQuest and the Listed Persons are the managing members of PQA and PQF. ProQuest, PQA IV, PQF and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) The percentage is based on an aggregate of 15,298,206 shares of Common Stock outstanding as of May 3, 2017.

CUSIP No. 269796 108

13D

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1.	Name of Reporting Persons ProQuest Associates IV LLC (“PQA IV”)
2.	Check the Appropriate Box if a Member of a Group (See Instructions)	(a)	¨
		(b)	x(1)
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)		¨
6.	Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned by

Each

Reporting

Person With

Sole Voting Power

Shared Voting Power

Sole Dispositive Power

10.

Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row 11 0.0% (2)
14.	Type of Reporting Person (See Instructions) OO

(1) This schedule is filed by ProQuest, PQA IV, PQF and the Listed Persons. PQA IV is the General Partner of ProQuest and the Listed Persons are the managing members of PQA and PQF. ProQuest, PQA IV, PQF and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) The percentage is based on an aggregate of 15,298,206 shares of Common Stock outstanding as of May 3, 2017.

CUSIP No. 269796 108

13D

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1.	Name of Reporting Persons ProQuest Financial LLC (“PQF”)
2.	Check the Appropriate Box if a Member of a Group (See Instructions)	(a)	¨
		(b)	x(1)
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)		¨
6.	Citizenship or Place of Organization United States

Number of

Beneficially

Owned by

Each

Reporting

Person With

Sole Voting Power

Shared Voting Power

36,777 (2)

Sole Dispositive Power

10.

Shared Dispositive Power

36,777 (2)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 36,777 (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row 11 0.2% (3)
14.	Type of Reporting Person (See Instructions) OO

(2) Consists of 6,777 shares and currently exercisable options to purchase 30,000 shares of Common Stock.

(3) The percentage is based on an aggregate of 15,298,206 shares of Common Stock outstanding as of May 3, 2017.

CUSIP No. 269796 108

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1.	Name of Reporting Persons Jay Moorin (“Moorin”)
2.	Check the Appropriate Box if a Member of a Group (See Instructions)	(a)	¨
		(b)	x(1)
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)		¨
6.	Citizenship or Place of Organization United States

Number of

Beneficially

Owned by

Each

Reporting

Person With

Sole Voting Power

Shared Voting Power

209,158 (2)

Sole Dispositive Power

10.

Shared Dispositive Power

209,158 (2)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 209,158 (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row 11 1.4% (3)
14.	Type of Reporting Person (See Instructions) IN

(2) Consists of 6,777 shares owned by PQF, 172,381 shares owned by Moorin directly and through an IRA and currently exercisable options to purchase 30,000 shares of Common Stock held by PQF.

(3) The percentage is based on an aggregate of 15,298,206 shares of Common Stock outstanding as of May 3, 2017.

CUSIP No. 269796 108

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1.	Name of Reporting Persons Alain Schreiber (“Schreiber”)
2.	Check the Appropriate Box if a Member of a Group (See Instructions)	(a)	¨
		(b)	x(1)
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)		¨
6.	Citizenship or Place of Organization United States

Number of

Beneficially

Owned by

Each

Reporting

Person With

Sole Voting Power

Shared Voting Power

185,884 (2)

Sole Dispositive Power

10.

Shared Dispositive Power

185,884 (2)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 185,884 (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row 11 1.2% (3)
14.	Type of Reporting Person (See Instructions) IN

(2) Consists of 6,777 shares owned by PQF, 149,107 shares owned by Schreiber and currently exercisable options to purchase 30,000 shares of Common Stock held by PQF.

(3) The percentage is based on an aggregate of 15,298,206 shares of Common Stock outstanding as of May 3, 2017.

CUSIP No. 269796 108

13D

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EXPLANATORY NOTE

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (the “Amendment No. 5”) amends the Schedule 13D filed on February 21, 2014 and amended on August 19, 2016, September 23, 2016, January 6, 2017 and April 27, 2017 (and as amended by this Amendment No. 5, the “Schedule 13D”), on behalf of the Reporting Persons named in Item 2(a) thereof, as amended. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D shall remain unchanged. All capitalized terms not otherwise defined in this Amendment No. 5 shall have the meanings attributed to such terms in the Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 5(b) of the Schedule 13D is hereby amended and restated as follows:

(b)

(1) The percentage is calculated based upon 15,298,206 shares of Common Stock outstanding as of May 3, 2017 as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.

(2) PQA IV is the general partner of ProQuest.

(3) The Listed Persons are the managing directors of ProQuest and PQF. Of the total shares reported on this Schedule 13D, 6,777 are shares held by PQF, 172,381 are shares held by Moorin directly and through an IRA, 149,107 shares are held by Schreiber and 30,000 are shares subject to currently exercisable options held by PQF. Each Reporting Person disclaims beneficial ownership with respect to these shares except to the extent of his pecuniary interest therein.

(4) The Listed Persons resigned from the Board of Directors of the Issuer on June 29, 2016.

Item 5(c) of the Schedule 13D is hereby amended to add the following:

(c) Effective as of May 15, 2017, ProQuest distributed 3,584,087 shares of Common Stock to its partners for no additional consideration. Except as set forth below with respect to the distribution, the exercise of stock options and shares of Common Stock sold on the open market in the ordinary course of business, there have been no transactions in the securities of the Issuer by any of the Reporting Persons during the past sixty (60) days.

CUSIP No. 269796 108

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Sales of Common Stock:

Date	Reporting Person	Amount Disposed		Price			Price Range for weighted average prices
03/16/17	ProQuest		9,120	$	82.08	*		$82.00 - $82.45
03/17/17	ProQuest		38,997	$	82.01	*		$82.00 - $82.10
03/20/17	ProQuest		51,883	$	82.10	*		$82.00 - $82.55
03/21/17	ProQuest		500	$	83.10	*		$83.00 - $83.49
03/23/17	ProQuest		700	$	83.01	*		$83.00 - $83.07
03/27/17	ProQuest		37,731	$	83.00			—
03/27/17	PQF		400	$	83.00			—
03/27/17	Moorin		1,300	$	83.00			—
03/28/17	ProQuest		6,182	$	83.02	*		$83.00 - $83.13
03/29/17	ProQuest		58,755	$	83.01	*		$83.00 - $83.11
03/29/17	PQF		500	$	83.01			—
03/29/17	Moorin		1,600	$	83.01			—
03/30/17	ProQuest		6,233	$	83.00	*		$83.00 - $83.03
03/31/17	ProQuest		23,689	$	83.02	*		$83.00 - $83.42
04/03/17	ProQuest		61,420	$	83.13	*		$83.00 - $83.51

*Constitutes the weighted average purchase price for multiple transactions. The Reporting Persons will provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding each separate transaction.

Exercises of Stock Options (acquisition of shares of Common Stock):

Date	Reporting Person	Amount of Shares Acquired upon Exercise of Options		Exercise Price Per Share		Aggregate Price
04/25/17	PQF		2,340	$	0.90	$	2,106.00
04/25/17	PQF		2,340	$	4.04	$	9,453.60
04/25/17	PQF		2,340	$	8.78	$	20,545.20
04/25/17	PQF		2,340	$	8.78	$	20,545.20
04/25/17	PQF		2,340	$	8.78	$	20,545.20
04/25/17	PQF		3,120	$	4.42	$	13,790.40
04/25/17	PQF		9,360	$	12.67	$	118,591.20
04/25/17	PQF		10,000	$	46.09	$	460,900.00
04/25/17	PQF		20,000	$	59.31	$	1,189,200.00

CUSIP No. 269796 108

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Distribution:

Date	Reporting Person	Number of Shares		Acquired or Disposed in Distribution
05/15/17	ProQuest		3,584,087	Disposed
05/15/17	Moorin		149,107	Acquired
05/15/17	Schreiber		149,107	Acquired

(e) Item 5(e) of the Schedule 13D is hereby amended and restated as follows:

On May 15, 2017, the Reporting Persons ceased to be the beneficial owners, in the aggregate, of more than five percent (5%) of the Common Stock.

CUSIP No. 269796 108

13D

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 15, 2017

PROQUEST INVESTMENTS IV, L.P.			PROQUEST ASSOCIATES IV LLC
	By:	ProQuest Associates IV LLC
		its General Partner	By:	/s/ Pasquale DeAngelis
				Name: Pasquale DeAngelis
	By:	/s/ Pasquale DeAngelis		Title: Managing Member
		Name: Pasquale DeAngelis
		Title: Managing Member

PROQUEST FINANCIAL LLC			*
			JAY MOORIN

	By:	/s/ Pasquale DeAngelis
		Name: Pasquale DeAngelis
		Title: Administrative Partner	*
			ALAIN SCHREIBER

	*By:	/s/ Pasquale DeAngelis
		Pasquale DeAngelis, Attorney-in-Fact
		Power of attorney filed as an exhibit hereto