Amendment: SEC Form SCHEDULE 13G/A filed by DURECT Corporation
$DRRX
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)
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Durect Corp. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
266605500 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 266605500 |
| 1 | Names of Reporting Persons
R. Scott Asen | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,080,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.92 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: * Includes 30,000 shares held by a certain charitable foundation of which the Reporting Person is a trustee. The other trustee has designated investment authority for the foundation to the Reporting Person. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest (see Item 4).
** Consists of shares held by certain Managed Accounts, as to which the Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest (see Item 4).
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Durect Corp. | |
| (b) | Address of issuer's principal executive offices:
10240 Bubb Road Cupertino, CA 95014-1417 | |
| Item 2. | ||
| (a) | Name of person filing:
R. Scott Asen (the "Reporting Person") | |
| (b) | Address or principal business office or, if none, residence:
Asen and Co.
222 1/2 East 49th Street
New York, New York 10017 | |
| (c) | Citizenship:
The Reporting Person is a citizen of the United States of America. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
266605500 | |
| 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: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The Reporting Person directly owns 2,550,000 shares. The Reporting Person is a trustee of The Asen Foundation (the "Foundation"), a not-for-profit foundation which owns 30,000 shares, and has been delegated investment authority for the Foundation by the other trustee of the Foundation. The Reporting Person is the President of Asen and Co., which provides certain advisory services to accounts (the "Managed Accounts") that own 500,000 shares. The Reporting Person may be deemed to beneficially own the shares held by the Foundation and by the Managed Accounts, but the Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest. | |
| (b) | Percent of class:
9.92%, consisting of: (1) 2,550,000 shares owned directly by the Reporting Person, which represent approximately 8.21% of the issued and outstanding shares of Common Stock of the Issuer, (2) 30,000 shares owned by the Foundation, which represent approximately 0.10% of the issued and outstanding shares of Common Stock of the issuer and (3) 500,000 shares owned by the Managed Accounts, which represent approximately 1.61% of the issued and outstanding shares of Common Stock of the issuer.
The foregoing percentages are calculated based on 31,041,981 shares of Common Stock outstanding as of September 30, 2024, as reported in the issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2024. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The Reporting Person has sole voting power over 2,550,000 shares which he owns directly including through a revocable trust and IRA account. The Reporting Person has sole voting power over 30,000 shares which are owned by the Foundation and as to which the Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest. | ||
| (ii) Shared power to vote or to direct the vote:
The Reporting Person has shared voting power over 500,000 shares owned by the Managed Accounts. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The Reporting Person has sole voting power over 2,550,000 shares which he owns directly including through a revocable trust and IRA account. The Reporting Person has sole voting power over 30,000 shares which are owned by the Foundation and as to which the Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The Reporting Person has shared voting power over 500,000 shares owned by the Managed Accounts. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
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.
See response to Item 4. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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.
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