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Ownership Document |
Schema Version: X0306 |
Document Type: 4 |
Period of Report: 11/14/19 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 1261249 |
| Issuer Name: AGILE THERAPEUTICS INC |
| Issuer Trading Symbol: AGRX |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1224962 |
| | Owner Name: PERCEPTIVE ADVISORS LLC |
| Reporting Owner Address: |
| | Owner Street 1: 51 ASTOR PLACE, 10TH FLOOR |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10003 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1249675 |
| | Owner Name: PERCEPTIVE LIFE SCIENCES MASTER FUND LTD |
| Reporting Owner Address: |
| | Owner Street 1: C/O PERCEPTIVE ADVISORS LLC |
| | Owner Street 2: 51 ASTOR PLACE, 10TH FLOOR |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10003 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1164426 |
| | Owner Name: EDELMAN JOSEPH |
| Reporting Owner Address: |
| | Owner Street 1: C/O PERCEPTIVE ADVISORS LLC |
| | Owner Street 2: 51 ASTOR PLACE, 10TH FLOOR |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10003 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 11/14/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 435,015 |
| | | Transaction Price Per Share: |
| Value: 1.69 |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 6,586,125 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnote |
| Footnote ID: F3 |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 11/15/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 3,000,000 |
| | | Transaction Price Per Share: |
| Value: 1.72 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 9,586,125 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnote |
| Footnote ID: F3 |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 11/15/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 2,000,000 |
| | | Transaction Price Per Share: |
| Value: 1.60 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 11,586,125 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnote |
| Footnote ID: F3 |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 11/15/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 333,800 |
| | | Transaction Price Per Share: |
| Value: 1.74 |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 11,919,925 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnote |
| Footnote ID: F3 |
Footnotes: |
| Footnote - F1: The transaction was executed in multiple trades at prices ranging from $1.52 to $1.75. The price above reflects the weighted average price. Detailed information regarding the number of shares transacted at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer. |
| Footnote - F2: The transaction was executed in multiple trades at prices ranging from $1.65 to $1.86. The price above reflects the weighted average price. Detailed information regarding the number of shares transacted at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer. |
| Footnote - F3: The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of Master Fund. Joseph Edelman is the managing member of the Advisor. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. |
Remarks: |
Owner Signature: |
| Signature Name: /s/ Perceptive Life Sciences Master Fund Ltd., By: Perceptive Advisors LLC, its investment manager By: Joseph Edelman, its managing member |
| Signature Date: 11/18/19 |
Owner Signature: |
| Signature Name: /s/ Perceptive Advisors LLC, By: Joseph Edelman, its managing member |
| Signature Date: 11/18/19 |
Owner Signature: |
| Signature Name: /s/ Joseph Edelman |
| Signature Date: 11/18/19 |