SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

TELIGENT, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

87960W104

(CUSIP Number)

April 27, 2018

(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)

☒ 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, as amended (“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).

Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications:

Taylor H. Wilson, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219-7673

(214) 651-5000

 

 

 


SCHEDULE 13G

 

 

CUSIP No. 87960W104

 

 

 

  1   

Names of Reporting Persons

 

Prosight Management, LP

  2  

Check the appropriate box if a member of a Group (see instructions)

(a)  ☐        (b)  ☒

 

  3  

Sec Use Only

 

    

  4  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With:

     

Sole Voting Power

 

0

   6   

Shared Voting Power

 

3,635,000

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

3,635,000

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,635,000

10  

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)  ☐

 

    

11  

Percent of class represented by amount in row (9)

 

6.8% (1)

12  

Type of Reporting Person (See Instructions)

 

IA

 

(1) Based upon 53,512,888 shares of Common Stock, par value $0.01 per share, outstanding as of May 1, 2018, as disclosed in the issuer’s Amendment No. 1 to the Registration Statement on Form S-3 that was filed on May 4, 2018, by the issuer with the U.S. Securities and Exchange Commission.


SCHEDULE 13G

 

 

CUSIP No. 87960W104

 

 

 

  1   

Names of Reporting Persons

 

Prosight Fund, LP

  2  

Check the appropriate box if a member of a Group (see instructions)

(a)  ☐        (b)  ☒

 

  3  

Sec Use Only

 

    

  4  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With:

     

Sole Voting Power

 

0

   6   

Shared Voting Power

 

1,141,028

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

1,141,028

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,141,028

10  

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)  ☐

 

    

11  

Percent of class represented by amount in row (9)

 

2.1% (1)

12  

Type of Reporting Person (See Instructions)

 

PN

 

(1) Based upon 53,512,888 shares of Common Stock, par value $0.01 per share, outstanding as of May 1, 2018, as disclosed in the issuer’s Amendment No. 1 to the Registration Statement on Form S-3 that was filed on May 4, 2018, by the issuer with the U.S. Securities and Exchange Commission.


SCHEDULE 13G

 

 

CUSIP No. 87960W104

 

 

 

  1   

Names of Reporting Persons

 

Prosight Plus Fund, LP

  2  

Check the appropriate box if a member of a Group (see instructions)

(a)  ☐        (b)  ☒

 

  3  

Sec Use Only

 

    

  4  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With:

     

Sole Voting Power

 

0

   6   

Shared Voting Power

 

2,271,617

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

2,271,617

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,271,617

10  

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)  ☐

 

    

11  

Percent of class represented by amount in row (9)

 

4.2% (1)

12  

Type of Reporting Person (See Instructions)

 

PN

 

(1) Based upon 53,512,888 shares of Common Stock, par value $0.01 per share, outstanding as of May 1, 2018, as disclosed in the issuer’s Amendment No. 1 to the Registration Statement on Form S-3 that was filed on May 4, 2018, by the issuer with the U.S. Securities and Exchange Commission.


SCHEDULE 13G

 

 

CUSIP No. 87960W104

 

 

 

  1   

Names of Reporting Persons

 

Prosight Partners, LLC

  2  

Check the appropriate box if a member of a Group (see instructions)

(a)  ☐        (b)  ☒

 

  3  

Sec Use Only

 

    

  4  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With:

     

Sole Voting Power

 

0

   6   

Shared Voting Power

 

3,635,000

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

3,635,000

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,635,000

10  

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)  ☐

 

    

11  

Percent of class represented by amount in row (9)

 

6.8% (1)

12  

Type of Reporting Person (See Instructions)

 

OO

 

(1) Based upon 53,512,888 shares of Common Stock, par value $0.01 per share, outstanding as of May 1, 2018, as disclosed in the issuer’s Amendment No. 1 to the Registration Statement on Form S-3 that was filed on May 4, 2018, by the issuer with the U.S. Securities and Exchange Commission.


SCHEDULE 13G

 

 

CUSIP No. 87960W104

 

 

 

  1   

Names of Reporting Persons

 

W. Lawrence Hawkins

  2  

Check the appropriate box if a member of a Group (see instructions)

(a)  ☐        (b)  ☒

 

  3  

Sec Use Only

 

    

  4  

Citizenship or Place of Organization

 

United States of America

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With:

     

Sole Voting Power

 

0

   6   

Shared Voting Power

 

3,635,000

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

3,635,000

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,635,000

10  

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)  ☐

 

    

11  

Percent of class represented by amount in row (9)

 

6.8%

12  

Type of Reporting Person (See Instructions)

 

IN, HC

 

(1) Based upon 53,512,888 shares of Common Stock, par value $0.01 per share, outstanding as of May 1, 2018, as disclosed in the issuer’s Amendment No. 1 to the Registration Statement on Form S-3 that was filed on May 4, 2018, by the issuer with the U.S. Securities and Exchange Commission.


Item 1.   
(a)         Name of Issuer:
        TELIGENT, INC.
(b)         Address of Issuer’s Principal Executive Offices:
        105 Lincoln Ave., Buena, NJ 08310
Item 2.   
(a)    Name of Person Filing:
  

This statement is jointly filed by and on behalf of each of Prosight Management, LP, a Delaware limited partnership (“Prosight Management”), Prosight Fund, LP, a Delaware limited partnership (“Prosight Fund”), Prosight Plus Fund, LP, a Delaware limited partnership (“Prosight Plus Fund”), Prosight Partners, LLC, a Delaware limited liability company (“Prosight Partners”), and W. Lawrence Hawkins, (collectively referred herein as “Reporting Persons”). Prosight Management is the general partner and investment manager of, and may be deemed to indirectly beneficially own securities owned by, Prosight Fund and Prosight Plus Fund. Prosight Management is a sub-advisor for a separate managed account (the “Managed Account”) and may be deemed to indirectly beneficially own securities owned by the Managed Account. Prosight Partners is the general partner of, and may be deemed to beneficially own, securities beneficially owned by Prosight Management. Mr. Hawkins is the sole manager of, and may be deemed to beneficially own securities beneficially owned by, Prosight Partners. Prosight Fund, Prosight Plus Fund and the Managed Account are the record and direct beneficial owner of the securities covered by this statement. Prosight Fund disclaims beneficial ownership of both the shares held by the Managed Account and the shares held by Prosight Plus Fund. Prosight Plus Fund disclaims beneficial ownership of both the shares held by the Managed Account and the shares held by Prosight Fund.

 

Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

 

Each Reporting Person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purpose of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purpose of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.

(b)    Address of Principal Business Office or, if None, Residence:
   The address of the principal business office of each of the Reporting Persons is c/o Prosight Management, LP, 2301 Cedar Springs Road, Suite 355, Dallas, Texas 75201.
(c)    Citizenship:
   See Item 4 on the cover page(s) hereto.


(d)    Title and Class of Securities:
   Common Stock, par value $0.01 per share
(e)    CUSIP No.:
   87960W104   
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;
   (b)       Bank as defined in Section 3(a)(6) of the Act;
   (c)       Insurance company as defined in Section 3(a)(19) of the Act;
   (d)       Investment company registered under Section 8 of the Investment Company Act of 1940;
   (e)       An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
   (f)       An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
   (g)       A parent holding company or control person in accordance with Rule 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;
   (j)       A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
   (k)       Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:                     
Item 4.   

  Ownership

(a)    Amount Beneficially Owned as of the time of filing: See Item 9 on the cover pages(s) hereto.
(b)    Percent of Class as of the time of filing: See Item 11 on the cover page(s) hereto.
(c)    As of the time of filing, number of shares as to which such person has:
   (i)    Sole power to vote or to direct the vote: See Item 5 on the cover pages hereto.
   (ii)    Shared power to vote or to direct the vote: See Item 6 on the cover pages hereto.
   (iii)    Sole power to dispose or to direct the disposition of: See Item 7 on the cover pages hereto.
   (iv)    Shared power to dispose or to direct the disposition of: See Item 8 on the cover pages hereto.


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 Persons have ceased to be the beneficial owners 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.

Not applicable
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
Item 8.   

Identification and classification of members of the group.

Not applicable
Item 9.   

Notice of Dissolution of Group.

Not applicable
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.

Dated: May 7, 2018

 

PROSIGHT MANAGEMENT, LP
By:   Prosight Partners, LLC
Its:   General Partner
By:  

/s/ W. Lawrence Hawkins

Name:   W. Lawrence Hawkins
Title:   Sole Manager
PROSIGHT FUND, LP
By:   Prosight Management, LP
Its:   General Partner
By:   Prosight Partners, LLC
Its:   General Partner
By:  

/s/ W. Lawrence Hawkins

Name:   W. Lawrence Hawkins
Title:   Sole Manager
PROSIGHT PLUS FUND, LP
By:   Prosight Management, LP
Its:   General Partner
By:   Prosight Partners, LLC
Its:   General Partner
By:  

/s/ W. Lawrence Hawkins

Name:   W. Lawrence Hawkins
Title:   Sole Manager
PROSIGHT PARTNERS, LLC
By:  

/s/ W. Lawrence Hawkins

Name:   W. Lawrence Hawkins
Title:   Sole Manager
W. LAWRENCE HAWKINS

/s/ W. Lawrence Hawkins


EXHIBIT INDEX

 

Exhibit

  

Description of Exhibit

99.1    Joint Filing Agreement (filed herewith).
EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

May 7, 2018

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date first written above.

 

Date: May 7, 2018

    PROSIGHT MANAGEMENT, LP
    By:   Prosight Partners, LLC
    Its:   General Partner
    By:  

/s/ W. Lawrence Hawkins

    Name:   W. Lawrence Hawkins
    Title:   Sole Manager
    PROSIGHT FUND, LP
    By:   Prosight Management, LP
    Its:   General Partner
    By:   Prosight Partners, LLC
    Its:   General Partner
    By:  

/s/ W. Lawrence Hawkins

    Name:   W. Lawrence Hawkins
    Title:   Sole Manager
    PROSIGHT PLUS FUND, LP
    By:   Prosight Management, LP
    Its:   General Partner
    By:   Prosight Partners, LLC
    Its:   General Partner
    By:  

/s/ W. Lawrence Hawkins

    Name:   W. Lawrence Hawkins
        Title:   Sole Manager


PROSIGHT PARTNERS, LLC
By:  

/s/ W. Lawrence Hawkins

Name:   W. Lawrence Hawkins
Title:   Sole Manager
W. LAWRENCE HAWKINS

/s/ W. Lawrence Hawkins