Farallon Form 3: 6,883,227 LNTH Shares, Crossing 10% Threshold
Rhea-AI Filing Summary
Farallon Partners and affiliated managing members filed a Form 3 disclosing beneficial ownership of 6,883,227 shares of Lantheus Holdings, Inc. (ticker: LNTH). The filing, triggered by an event dated 08/06/2025, states that as of 08/01/2025 there were 67,994,149 shares outstanding and that, solely because the issuer reduced its outstanding share count, the Farallon Funds now hold in excess of 10.0% of common stock. The Form 3 emphasizes that this report does not reflect any acquisition by the reporting persons and that ownership is held indirectly by Farallon-managed funds with various managing members disclaiming direct beneficial ownership except to the extent of any pecuniary interest.
Positive
- Compliance disclosure: The filing provides clear Section 16 disclosure with footnotes explaining fund and manager relationships.
- No acquisition: The reporting persons explicitly state that the >10% position resulted from a reduction in outstanding shares, not new purchases.
Negative
- Concentration: The Farallon Funds now hold >10.0% of LNTH, representing meaningful ownership concentration.
- Indirect ownership complexity: Multiple entities and managers are involved, which can complicate voting and engagement clarity.
Insights
TL;DR: Passive increase above 10% caused by share count reduction; no purchases reported.
The Form 3 documents an indirect holding of 6,883,227 shares by Farallon-affiliated funds, crossing the 10% threshold after the issuer reduced shares outstanding to 67,994,149. The filing clarifies no acquisition occurred and attributes beneficial ownership to Farallon Funds and their general partners, with managing members disclaiming direct ownership except for pecuniary interest. This is a routine Section 16 disclosure reflecting ownership concentration due to capital structure change rather than trading activity.
TL;DR: Disclosure aligns with Section 16 norms; multiple managing members listed for clarity and compliance.
The Form 3 lists Farallon Partners L.L.C. as reporting and names numerous managing members and affiliated entities. Footnotes explain the relationship among funds, general partners, and managing members and include customary disclaimers of direct beneficial ownership. The inclusion of an exhibit (Powers of Attorney) and multiple signed attorney-in-fact entries indicates attention to procedural compliance in initial ownership reporting.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Common Stock | -- | -- | -- |
Footnotes (5)
- F1. The entities and individuals identified in the footnotes of this Form 3 may be deemed members of a group holding equity securities of Lantheus Holdings, Inc. (the "Issuer"). The filing of this Form 3 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such a group.
- F2. Since the number of reporting persons that may be listed on a Form 3 is limited, the entities and individuals listed in these footnotes that are not reporting persons on this Form 3 are filing an additional Form 3 on the date hereof as reporting persons with respect to the securities described herein (the "Parallel Form 3"). Information regarding these entities and individuals is included in this Form 3 for purposes of clarification and convenience only, and is duplicative of the information reported in the Parallel Form 3.
- F3. The amount of securities shown in this row is held directly by certain investment funds affiliated with the reporting persons (the "Farallon Funds").
- F4. Farallon Partners, L.L.C. and certain affiliated entities (the "Farallon General Partners"), as general partner or sole member of the general partner, as the case may be, of each of the Farallon Funds, may be deemed to be a beneficial owner of the Issuer's securities held by the Farallon Funds. The Farallon General Partners disclaim any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except to the extent of their pecuniary interest, if any.
- F5. Each of Joshua J. Dapice, Philip D. Dreyfuss, Hannah E. Dunn, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T. Kim, Michael G. Linn, Patrick (Cheng) Luo, Rajiv A. Patel, Thomas G. Roberts, Jr., Edric C. Saito, William Seybold, Daniel S. Short, Andrew J. M. Spokes, John R. Warren, and Mark C. Wehrly (collectively, the "Managing Members"), as a managing member or manager, or senior managing member or senior manager, as the case may be, of each of the Farallon General Partners, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of the Issuer's securities held by the Farallon Funds. Each of the Managing Members disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act or otherwise, except to the extent of his or her pecuniary interest, if any.
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