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UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Travere Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
89422G107
(CUSIP Number)
April 25, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate therule pursuant to which this Schedule
is filed:
o
Rule13d-1(b)
x
Rule13d-1(c)
o
Rule13d-1(d)
*The remainder of this cover page shall befilled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and forany subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder ofthis 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 provisionsof the Act (however, see
the Notes).
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CUSIP No. 89422G107 Page 2of 9 Pages
SCHEDULE 13G
1 NAME OF REPORTING
PERSONS
Rock Springs Capital Management 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 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
4,411,983
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
4,411,983
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,411,983
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.79%
12 TYPE OF REPORTING PERSON
IA
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CUSIP No. 89422G107 Page 3of 9 Pages
SCHEDULE 13G
1 NAME OF REPORTING
PERSONS
Rock Springs Capital 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 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
4,411,983
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
4,411,983
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,411,983
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.79%
12 TYPE OF REPORTING PERSON
OO; HC
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CUSIP No. 89422G107 Page 4of 9 Pages
SCHEDULE 13G
1 NAME OF REPORTING
PERSONS
Rock Springs Capital Master Fund 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
Cayman Islands
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
3,828,765
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
3,828,765
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,828,765
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.03%
12 TYPE OF REPORTING PERSON
PN
CUSIP No. 89422G107 Page 5of 9 Pages
SCHEDULE 13G
Item 1. (a) Name of Issuer
Travere Therapeutics, Inc. (the "Issuer")
(b) Address of Issuer's PrincipalExecutive Offices
3611Valley Centre Drive, Suite 300
SanDiego, CA 92130
Item 2. (a) Name of Person Filing
ThisStatement is filed on behalf of each of the following persons
(collectively, the "Reporting Persons"):
i.Rock Springs Capital Management LP ("RSCM");
ii.Rock Springs Capital LLC ("RSC"); and
iii.Rock Springs Capital Master Fund LP ("Master Fund").
ThisStatement relates to Shares (as defined herein) held directly by the
Master Fund, which is a Cayman Island exempted limitedpartnership, and Four
Pines Master Fund LP ("Four Pines"), which is a Cayman Islands exempted
limitedpartnership, and indirectly held by RSCM, a Delaware limited
partnership, and RSC, a Delaware limited liability company. RSCMserves as the
investment manager to each of the Master Fund and Four Pines. RSC is the
general partner of RSCM.
(b) Addressof Principal Business Office, or, if none, Residence
RockSprings Capital Management LP and Rock Springs Capital LLC
650 South Exeter, Suite 1070
Baltimore,MD 21202
(c) Citizenship
Rock Springs Capital Management LP - Delaware
RockSprings Capital LLC - Delaware
RockSprings Capital Master Fund LP - Cayman Islands
(d) Title of Class of Securities
Common Stock, par value $0.0001 per share (the "Shares")
(e) CUSIP No.:
89422G107
CUSIP No. 89422G107 Page 6of 9 Pages
SCHEDULE 13G
Item 3. Ifthis statement is filed pursuant to (s)(s)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);
(b) .. Bank as defined in section 3(a)(6)
of the Act (15 U.S.C. 78c);
(c) .. Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c);
(d) .. Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) o An investment adviser in accordance
with (s)240.13d-1(b)(1)(ii)(E);
(f) .. An employee benefit plan or endowment fund in
accordance with (s)240.13d-1(b)(1)(ii)(F);
(g) o A parent holding company or control person in
accordance with (s)240.13d-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 (15 U.S.C. 80a-3);
(j) .. A non-U.S. institution in accordance
with (s)240.13d-1(b)(1)(ii)(J);
(k) .. A group, in accordance with (s)240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution
in accordance with (s)240.13d-1(b)(1)(ii)(J), please specify the type of institution:
CUSIPNo. 89422G107 Page7 of 9 Pages
SCHEDULE 13G
Item4. Ownership
Providethe following information regarding the aggregate number and percentage
of the class of securities of the issuer identifiedin Item 1.
As of the dateof this filing, the Reporting Persons may be deemed to be the
beneficial owners of 4,411,983 Shares, which amount includes3,828,765 Shares
directly beneficially owned by the Master Fund, and 583,218 Shares directly
beneficially ownedby Four Pines. The percent of class is determined by
dividing the number of Shares beneficially owned by the Reporting Persons by
76,108,829 as reported on the Issuer's Form 10-K filed on February 20, 2024.
(a) Amountbeneficially owned:
Rock Springs CapitalManagement LP: 4,411,983
RockSprings Capital LLC: 4,411,983
Rock SpringsCapital Master Fund LP: 3,828,765
(b) Percentof class:
Rock Springs CapitalManagement LP: 5.79%
RockSprings Capital LLC: 5.79%
Rock SpringsCapital Master Fund LP: 5.03%
(c) Numberof shares as to which the person has:
(i) Solepower to vote or to direct the vote:
Rock Springs CapitalManagement LP: 0
RockSprings Capital LLC: 0
Rock SpringsCapital Master Fund LP: 0
(ii)Shared power to vote or to direct the vote:
Rock Springs CapitalManagement LP: 4,411,983
RockSprings Capital LLC: 4,411,983
Rock Springs Capital Master Fund LP: 3,828,765
(iii)Sole power to dispose or to direct the disposition of:
Rock Springs CapitalManagement LP: 0
RockSprings Capital LLC: 0
Rock SpringsCapital Master Fund LP: 0
(iv)Shared power to dispose or to direct the disposition of:
Rock Springs CapitalManagement LP: 4,411,983
RockSprings Capital LLC: 4,411,983
Rock SpringsCapital Master Fund LP: 3,828,765
Item5. Ownership of Five Percent or Less of a Class
Notapplicable.
Item6. Ownership of More Than Five Percent on Behalf of Another Person
See disclosure in Items 2 and 4 hereof. Certain fundslisted in Item 2(a) are
known to have the right to receive or the power to direct the receipt of
dividends from, or the proceedsfrom the sale of, the Shares covered by this
Statement that may be deemed to be beneficially owned by the Reporting Persons.
Item7. Identification and Classification of the Subsidiary which Acquired the
Security Being Reported on by the ParentHolding Company or Control Person
Please see response to Item 2.
Item8. Identification and Classification of Members of the Group
Not Applicable.
Item9. Notice of Dissolution of Group
Not Applicable.
Item10. Certification
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.
CUSIP No. 89422G107 Page 8of 9 Pages
SCHEDULE 13G
SIGNATURE
After reasonable inquiryand to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: May 1, 2024
Rock Springs Capital Management LP
By: Rock Springs Capital LLC, General Partner
By: Graham McPhail
Name: Graham McPhail
Title: Member
Rock Springs Capital LLC
By: Graham McPhail
Name: Graham McPhail
Title: Member
Rock Springs Capital Master Fund LP
By: Rock Springs Capital Management LP, Investment Manager
By: Rock Springs Capital LLC, General Partner
By: Graham McPhail
Name: Graham McPhail
Title: Member
CUSIP No. 89422G107 Page 9of 9 Pages
SCHEDULE 13G
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule
13G is filed on behalf of each of the undersignedand that all subsequent
amendments to this statement on Schedule 13G shall be filed on behalf of each
of the undersigned withoutthe necessity of filing additional joint filing
agreements. The undersigned acknowledge that each shall be responsible forthe
timely filing of such amendments, and for the completeness and accuracy of the
information concerning him or it containedherein and therein, but shall not be
responsible for the completeness and accuracy of the information concerning
the others,except to the extent that he or it knows or has reason to believe
that such information is inaccurate.
Date: May 1, 2024
Rock Springs Capital Management LP
By: Rock Springs Capital LLC, General Partner
By: Graham McPhail
Name: Graham McPhail
Title: Member
Rock Springs Capital LLC
By: Graham McPhail
Name: Graham McPhail
Title: Member
Rock Springs Capital Master Fund LP
By: Rock Springs Capital Management LP, Investment Manager
By: Rock Springs Capital LLC, General Partner
By: Graham McPhail
Name: Graham McPhail
Title: Member