PPHM 13's filed
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. n/a )*
PEREGRINE PHARMACEUTICALS INC
(Name of Issuer)
Common stock
(Title of Class of Securities)
713661304
(CUSIP Number)
November 21, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o 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 the
Notes).
CUSIP No. 713661304
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ayer Capital Management, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
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
3,743,030
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
3,743,030
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,743,030
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.51%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
FOOTNOTES
CUSIP No. 713661304
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ACM Capital Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
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
3,743,030
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
3,743,030
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,743,030
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.51%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
FOOTNOTES
CUSIP No. 713661304
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jay Venkatesan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
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
3,743,030
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
3,743,030
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,743,030
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.51%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
FOOTNOTES
CUSIP No. 713661304
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ayer Capital Partners Master Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE
VOTING POWER
0
6 SHARED VOTING POWER
3,457,705
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
3,457,705
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,457,705
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.24%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
FOOTNOTES
CUSIP No. 713661304
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ayer Capital Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE
VOTING POWER
0
6 SHARED VOTING POWER
3,457,705
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
3,457,705
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,457,705
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.24%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
FOOTNOTES
Item 1.
(a)
Name of Issuer
PEREGRINE PHARMACEUTICALS, INC.
(b)
Address of Issuer's Principal Executive Offices
14282 Franklin Avenue,
Tustin, California 92780
Item 2.
(a)
Name of Person Filing
Ayer Capital Management, LP
ACM Capital Partners, LLC
Jay Venkatesan
Ayer Capital Partners Master Fund, L.P.
Ayer Capital Partners, LLC
(b)
Address of Principal Business Office or, if none, Residence
230 California, Suite 600
San Francisco, CA 94111
(c)
Citizenship
Ayer Capital Management, LP - Delaware, USA
ACM Capital Partners, LLC - Delaware, USA
Jay Venkatesan - USA
Ayer Capital Partners Master Fund, L.P. - Cayman Islands
Ayer Capital Partners, LLC - Delaware
(d)
Title of Class of Securities
Common Stock
(e)
CUSIP Number
713661304
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)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
o
Investment company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C 80a-8).
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
o
An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
(g)
o
A parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
(h)
o
A savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i)
o
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)
o
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
(k)
o
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S.
institution in accordance with § 240.13d-1(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: 3,743,030
(b)
Percent of class: 5.51
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared power to vote or to direct the vote: 3,743,030
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 3,743,030
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 o .
Not applicable.
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
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 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.
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.
Ayer Capital Management, LP
Date: November 30, 2012
By:
/s/ Jay Venkatesan
Name: Jay Venkatesan
Title: Managing Member
ACM Capital Partners, LLC
Date: November 30, 2012
By:
/s/ Jay Venkatesan
Name: Jay Venkatesan
Title: Managing Member
Date: November 30, 2012
By:
/s/ Jay Venkatesan
Name: Jay Venkatesan
Title: Jay Venkatesan
Ayer Capital Partners Master Fund, L.P.
Date: November 30, 2012
By:
/s/ Jay Venkatesan
Name: Jay Venkatesan
Title: Investment Manager
Ayer Capital Partners, LLC
Date: November 30, 2012
By:
/s/ Jay Venkatesan
Name: Jay Venkatesan
Title: Managing Member
Footnotes:
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)
