formsc13ga1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G A/1

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)

REPROS THERAPEUTICS INC.
_____________________________________________
(Name of Issuer)


Common Shares
__________________________
(Title of Class of Securities)

76028H209
______________________________________________
(CUSIP Number)


December 31, 2013
(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)
þ
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 ("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).


     

 
 
 




CUSIP NO. 76028H209
13G A/1
 
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wexford Select Equities LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
630
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
630
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
630
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
 
0.00%
12
TYPE OF REPORTING PERSON
 
OO



     

 
 
 




CUSIP NO. 76028H209
13G A/1
 
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wexford Spectrum Investors LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
572,281
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
572,281
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
572,281
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
 
2.49%
12
TYPE OF REPORTING PERSON
 
OO


     

 
 
 


CUSIP NO. 76028H209
13G A/1
 
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wexford Focused Investors LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
2,220
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,220
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,220
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
 
0.01%
12
TYPE OF REPORTING PERSON
 
OO


     

 
 
 


CUSIP NO. 76028H209
13G A/1
 
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wexford Capital LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
575,131
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
575,131
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
575,131
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
 
2.50%
12
TYPE OF REPORTING PERSON
 
PN



     

 
 
 


CUSIP NO. 76028H209
13G A/1
 
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wexford GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
575,131
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
575,131
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
575,131
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
 
2.50%
12
TYPE OF REPORTING PERSON
 
OO


 
    

 
 
 


CUSIP NO. 76028H209
13G A/1
 
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles E. Davidson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
575,131
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
575,131
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
575,131
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
 
2.50%
12
TYPE OF REPORTING PERSON
 
IN


     

 
 
 


CUSIP NO. 76028H209
13G A/1
 
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph M. Jacobs
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
575,131
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
575,131
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
575,131
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
 
2.50%
12
TYPE OF REPORTING PERSON
 
IN


     

 
 
 

This Amendment No 1 (this “Amendment”) modifies and supplements the 13G initially filed on April 4, 2013, (the “Statement”) with respect to the common stock, $0.001 par value per share (the “Common Stock”), of Repros Therapeutics Inc., a Delaware corporation (the “Company”). Except to the extent supplemented by the information contained in this Amendment No. 1, the Statement, as amended as provided herein, remains in full force and effect. Capitalized terms used herein without definition have the respective meanings ascribed to them in the Statement.

Item 2. should be deleted in its entirety and replaced with the following:

Item 2.

 
(a)
Name of Persons Filing (collectively, the “Reporting Persons”):

(i)  
Wexford Spectrum Investors LLC
(ii)  
Wexford Select Equities LLC
(iii)  
Wexford Focused Investors LLC
(iv)  
Wexford Capital LP
(v)  
Wexford GP LLC
(vi)  
Charles E. Davidson
(vii)  
Joseph M. Jacobs

 
(b)
Address of Principal Business Office, or, if none, Residence of Reporting Persons:

411 West Putnam Avenue, Suite 125
Greenwich, Connecticut 06830

 
(c)
Citizenship:

(i)  
Wexford Spectrum Investors LLC – Delaware
(ii)  
Wexford Select Equities LLC – Delaware
(iii)  
Wexford Focused Investors LLC - Delaware
(iv)  
Wexford Capital LP – Delaware
(v)  
Wexford GP LLC  - Delaware
(vi)  
Charles E. Davidson - United States
(vii)  
Joseph M. Jacobs – United States

 
(d)
Title of Class of Securities:

Common Stock, $.001 par value

 
(e)
CUSIP Number:

76028H209

Item 4 should be deleted in its entirety and replaced with the following:

Item 4.
Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. [Information set forth below is on the basis of 23,009,882 shares of common stock issued and outstanding as of November 1, 2013, as reported in the Company’s Form 10Q filed with the Securities and Exchange Commission on November 7, 2013.]

 
(i) Wexford Spectrum Investors LLC
 
(a)
Amount beneficially owned: 572,281
 
(b)
Percent of class: 2.49%
 
(c)
Number of shares to which the person has:
 
(i)
Sole power to vote or to direct the vote: 0
 
(ii)
Shared power to vote or to direct the vote: 572,281
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
(iv)
Shared power to dispose or to direct the disposition of: 572,281


 
(ii) Wexford Focused Investors LLC
 
(a)
Amount beneficially owned: 2,220
 
(b)
Percent of class: 0.01%
 
(c)
Number of shares to which the person has:
 
(i)
Sole power to vote or to direct the vote: 0
 
(ii)
Shared power to vote or to direct the vote: 2,220
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
(iv)     Shared power to dispose or to direct the disposition of: 2,220

 
(iii) Wexford Select Equities LLC
 
(a)
Amount beneficially owned: 630
 
(b)
Percent of class: 0%
 
(c)
Number of shares to which the person has:
 
(i)
Sole power to vote or to direct the vote: 0
 
(ii)
Shared power to vote or to direct the vote: 630
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
(iv)
Shared power to dispose or to direct the disposition of: 630

 
(iv) Wexford Capital LP
 
(a)
Amount beneficially owned: 575,131
 
(b)
Percent of class: 2.50%
 
(c)
Number of shares to which the person has:
 
(i)
Sole power to vote or to direct the vote: 0
 
(ii)
Shared power to vote or to direct the vote: 575,131
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
(iv)
Shared power to dispose or to direct the disposition of: 575,131

 
(v) Wexford GP LLC
 
(a)
Amount beneficially owned: 575,131
 
(b)
Percent of class: 2.50%
 
(c)
Number of shares to which the person has:
 
(i)
Sole power to vote or to direct the vote: 0
 
(ii)
Shared power to vote or to direct the vote: 575,131
 
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)  
    Shared power to dispose or to direct the disposition of: 575,131

 
(vi) Charles E. Davidson
 
(a)
Amount beneficially owned: 575,131
 
(b)
Percent of class: 2.50%
 
(c)
Number of shares to which the person has:
 
(i)
Sole power to vote or to direct the vote: 0
 
(ii)
Shared power to vote or to direct the vote: 575,131
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
(iv)
Shared power to dispose or to direct the disposition of: 575,131

 
(vii) Joseph M. Jacobs
 
(a)
Amount beneficially owned: 575,131
 
(b)
Percent of class: 2.50%
 
(c)
Number of shares to which the person has:
 
(i)
Sole power to vote or to direct the vote: 0
 
(ii)
Shared power to vote or to direct the vote: 575,131
 
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)  
    Shared power to dispose or to direct the disposition of: 575,131


The total shares of Common Stock reported as beneficially owned by each of Wexford Capital LP (“Wexford Capital”), Wexford GP LLC (“Wexford GP”), Charles E. Davidson (“Davidson”) and  Joseph M. Jacobs (“Jacobs”) include the shares of Common Stock reported as beneficially owned by Wexford Focused Investors LLC (“WFI”), Wexford Spectrum Investors LLC (“WSI”) and Wexford Select Equities LLC (“WSE”, and together with WFI and WSI, the “Funds”). Wexford Capital may, by reason of its status as manager of the Funds, be deemed to own beneficially the securities of which the Funds possess beneficial ownership. Wexford GP may, as the General Partner of Wexford Capital, be deemed to own beneficially the securities of which the Funds possess beneficial ownership. Each of Davidson and Jacobs may, by reason of his status as a controlling person of Wexford GP, be deemed to own beneficially the securities of which the Funds possess beneficial ownership. Each of Wexford Capital, Wexford GP, Davidson and Jacobs shares the power to vote and to dispose of the securities beneficially owned by the Funds.  Each of Wexford Capital, Wexford GP, Davidson and Jacobs disclaims beneficial ownership of the securities owned by the Funds and this report shall not be deemed as an admission that they are the beneficial owners of such securities except, in the case of Davidson and Jacobs, to the extent of their respective interests in the members of the Funds.

Item 5 should be deleted in its entirety and replaced with the following:

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 owner of more than five percent of the class of securities, check the following  þ.

 
 


 
    

 
 
 


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.
 
 Date: February 14, 2014
Company Name
  
 
WEXFORD SPECTRUM INVESTORS LLC
  
       
 
By:
/s/ Arthur Amron
  
 
Name:  
Arthur Amron
  
 
Title: 
Vice President and Assistant Secretary
  
       
 
WEXFORD SELECT EQUITIES LLC
  
       
 
By:
/s/ Arthur Amron
  
 
Name:  
Arthur Amron
  
 
Title: 
Vice President and Assistant Secretary
  
       
 
WEXFORD FOCUSED INVESOTRS LLC
  
     
 
By:
/s/ Arthur Amron
  
 
Name:  
Arthur Amron
  
 
Title: 
Vice President and Assistant Secretary
  
       
       
 
WEXFORD CAPITAL LP
  
 
By:
Wexford GP LLC, its General Partner
  
       
 
By:
/s/ Arthur Amron
  
 
Name:  
Arthur Amron
  
 
Title: 
Vice President and Assistant Secretary
  
       
 
WEXFORD GP LLC
  
       
 
By:
/s/ Arthur Amron
  
 
Name:  
Arthur Amron
  
 
Title: 
Vice President and Assistant Secretary
  
     
       
 
/s/ Joseph M. Jacobs
  
 
 JOSEPH M. JACOBS
  
       
       
 
/s/ Charles E. Davidson
  
 
 CHARLES E. DAVIDSON