CUSIP No. 92407M206
|
Page 2 of 12 pages
|
||||||
1
|
NAMES OF REPORTING PERSONS
Larry N. Feinberg
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☒
|
|||||
3
|
SEC USE ONLY
|
||||||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||||||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|||||
8
|
SHARED VOTING POWER
8,112,182
|
||||||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||||||
10
|
SHARED DISPOSITIVE POWER
8,112,182
|
||||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,112,182
|
||||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐ | |||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.82%*
|
||||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 92407M206
|
Page 3 of 12 pages
|
|||||
1
|
NAMES OF REPORTING PERSONS
Oracle Associates, LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☒
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
||||
8
|
SHARED VOTING POWER
8,112,182
|
|||||
9
|
SOLE DISPOSITIVE POWER
-0-
|
|||||
10
|
SHARED DISPOSITIVE POWER
8,112,182
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,112,182
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.82%*
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 92407M206
|
Page 4 of 12 pages
|
|||||
1
|
NAMES OF REPORTING PERSONS
Oracle Partners, L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☒
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
||||
8
|
SHARED VOTING POWER
4,543,980
|
|||||
9
|
SOLE DISPOSITIVE POWER
-0-
|
|||||
10
|
SHARED DISPOSITIVE POWER
4,543,980
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,543,980
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.54%*
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. 92407M206
|
Page 5 of 12 pages
|
|||||
1
|
NAMES OF REPORTING PERSONS
Oracle Investment Management, Inc.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☒
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
||||
8
|
SHARED VOTING POWER
2,595,980
|
|||||
9
|
SOLE DISPOSITIVE POWER
-0-
|
|||||
10
|
SHARED DISPOSITIVE POWER
2,595,980
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,595,980
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.02%*
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
CUSIP No. 92407M206
|
Page 6 of 12 pages
|
|||||
1
|
NAMES OF REPORTING PERSONS
Oracle Ten Fund Master, LP
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☒
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
||||
8
|
SHARED VOTING POWER
2,595,980
|
|||||
9
|
SOLE DISPOSITIVE POWER
-0-
|
|||||
10
|
SHARED DISPOSITIVE POWER
2,595,980
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,595,980
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.02%*
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 92407M206
|
Page 7 of 12 pages
|
|||||
1
|
NAMES OF REPORTING PERSONS
Oracle Institutional Partners, L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☒
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
||||
8
|
SHARED VOTING POWER
972,222
|
|||||
9
|
SOLE DISPOSITIVE POWER
-0-
|
|||||
10
|
SHARED DISPOSITIVE POWER
972,222
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
972,222
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.26%*
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
Exhibit 5.
|
Amended Joint Filing Agreement, dated as of December 24, 2014, by and among Oracle Partners, L.P., Oracle Ten Fund Master, LP, Oracle Institutional Partners, L.P., Oracle Associates, LLC, Oracle Investment Management, Inc. and Larry N. Feinberg.
|
Exhibit 6.
|
Securities Purchase Agreement, dated as of December 19, 2014, by and among the Company, Oracle Institutional Partners, L.P. and the other purchasers named therein (incorporated by reference to Exhibit 99.1 to Vermillion, Inc.’s Current Report on Form 8-K, filed on December 24, 2014).
|
Exhibit 7.
|
Warrant as to the purchase by Oracle Institutional Partners, L.P. of shares of Common Stock of the Company, dated as of December 23, 2014.
|
Dated: December 24, 2014
|
ORACLE PARTNERS, L.P.
By: ORACLE ASSOCIATES, LLC, its general partner
By: /s/ Larry N. Feinberg
Name: Larry N. Feinberg Title: Managing Member |
Dated: December 24, 2014
|
ORACLE TEN FUND MASTER, LP
By: ORACLE ASSOCIATES, LLC, its general partner
By: /s/ Larry N. Feinberg
Name: Larry N. Feinberg Title: Managing Member |
Dated: December 24, 2014
|
ORACLE INSTITUTIONAL PARTNERS, L.P.
By: ORACLE ASSOCIATES, LLC, its general partner
By: /s/ Larry N. Feinberg
Name: Larry N. Feinberg Title: Managing Member |
Dated: December 24, 2014
|
ORACLE ASSOCIATES, LLC
By: /s/ Larry N. Feinberg
Name: Larry N. Feinberg Title: Managing Member |
Dated: December 24, 2014
|
ORACLE INVESTMENT MANAGEMENT, INC.
By: /s/ Larry N. Feinberg
Name: Larry N. Feinberg Title: Managing Member |
Dated: December 24, 2014
|
LARRY N. FEINBERG
By: /s/ Larry N. Feinberg
|