UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)¹

Progenics Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.0013 per share

(Title of Class of Securities)

743187106

(CUSIP Number)

Stephanie P. Cooper

Altiva Management Inc.
1055b Powers Place,

Alpharetta, GA 30009

(678) 580-2769

Copies to:

Olshan Frome Wolosky LLP

Steve Wolosky, Esq.

Meagan Reda, Esq.

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

September 18, 2019

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              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 disclosures provided in a prior cover page.

The information required on 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).

(2)       Based on 86,421,634 shares of Common Stock outstanding as of August 5, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2019.

(2)       Based on 86,421,634 shares of Common Stock outstanding as of August 5, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2019.

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein. Capitalized terms used herein that are not defined herein have the meanings given to them in the Schedule 13D.

Item 2 is hereby amended and restated in its entirety as follows:

Items (a)-(c), and (f) are filed by the following:

(a)       This statement is filed by:

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(d)       During the last five years, none of the Reporting Persons nor, to the best of the Reporting Persons’ knowledge, any Altiva Manager, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       During the last five years, none of the Reporting Persons nor, to the best of the Reporting Persons’ knowledge, any Altiva Manager, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3 is hereby amended and restated in its entirety as follows:

Velan used approximately $36,335,909 (including brokerage commissions) in the aggregate to purchase the 8,011,733 Shares reported herein as beneficially owned by Velan. The funds used to acquire such Shares were working capital of Velan.

Dr. Nohria used approximately $511,762 (including brokerage commissions) in the aggregate to purchase 110,000 Shares reported herein as beneficially owned by Dr. Nohria. 60,000 of these Shares (with aggregate cost of $282,858) were acquired with funds from Virinder Nohria 2014 Family Living Trust, the beneficiaries of which are members of Dr. Nohria’s family. 50,000 of these Shares (with aggregate cost of $228,904) were acquired in Dr. Nohria’s SEP IRA with Dr. Nohria’s personal funds.

LTE used approximately $9,143,086 (including brokerage commissions) in the aggregate to purchase the 1,950,000 Shares reported herein as directly beneficially owned by LTE. The funds used to acquire such Shares were working capital of LTE.

Mr. Cooke used approximately $173,600 (including brokerage commissions) in the aggregate to purchase 40,000 Shares reported herein as beneficially owned by Mr. Cooke. The 40,000 Shares were acquired with Mr. Cooke’s personal funds.

Dr. Ber used approximately $229,500 (including brokerage commissions) in the aggregate to purchase 50,000 Shares reported herein as beneficially owned by Dr. Ber. The 50,000 Shares were acquired with Dr. Ber’s personal funds.

Item 4 is hereby amended to add the following:

On September 18, 2019, the Reporting Persons filed a preliminary solicitation statement on Schedule 14A (the “Consent Statement”) with the Securities and Exchange Commission (the “SEC”) to seek stockholders’ consent for a number of proposals (the “Proposals”), the ultimate effect of which would be to reconstitute a majority of the Board through the removal of three current members of the Board, Mark R. Baker, David A. Scheinberg and Nicole S. Williams and the election of five highly-qualified nominees, Gérard Ber, Eric Ende, Ann MacDougall, Heinz Mäusli and David W. Mims (the “Nominees”), to the Board.

Also on September 18, 2019, the Reporting Persons delivered a Notice of Proposed Action by Written Consent of Stockholders to the Issuer (the “Notice”) setting forth the Proposals for which written consents would be solicited, together with an executed written consent in support of the Proposals, and requesting that the Issuer set a record date to determine the stockholders of the Issuer entitled to consent to the corporate actions set forth in the Proposals in writing without a stockholders meeting.

Further, on September 18, 2019, the Reporting Persons issued a press release announcing the launch of their consent solicitation and the filing of the Consent Statement seeking to reconstitute the Board and expressing their belief that the removal of long-tenured directors Messrs. Baker and Scheinberg and Ms. Williams is necessary to address the significant destruction of stockholder value that has occurred under their leadership. The Reporting Persons further expressed their belief that the election of their five highly-qualified, independent nominees would bring the much-needed skill sets to improve the Board’s strategic oversight and help put the Company on a better path. The Reporting Persons also stated in the press release that while it has always been their preference to reach a constructive solution with the Company, any such solution must address the need for management accountability. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Items 5(a) – (c) are hereby amended and restated to read as follows:

(a)       The information set forth in Items 11 and 13 of the cover pages hereto is incorporated herein by reference. The ownership percentages set forth in Item 13 are calculated pursuant to Rule 13d-3 of the Act and are based on 86,421,634 shares of Common Stock outstanding as of August 5, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2019.

As of the close of business on September 19, 2019, the Reporting Persons collectively beneficially owned an aggregate of 10,161,733 Shares, constituting approximately 11.8% of the Shares outstanding. As previously disclosed, the Reporting Persons have formed a “group” within the meaning of Section 13(d)(3) of the Act. However, the Reporting Persons expressly disclaim beneficial ownership of any securities covered by Schedule 13D other than securities indicated as being beneficially owned by such Reporting Person on the applicable cover page hereto. The Reporting Persons expressly retain sole voting and investment power in respect of the Shares that the Reporting Persons beneficially own.

(b)       The information set forth in Items 7 through 10 of the cover pages hereto is incorporated herein by reference.

Velan directly beneficially owns the shares of Common Stock reported herein as being beneficially owned by it. Velan may be deemed to have sole power to vote or direct the vote of (and the sole power to dispose or direct the disposition of) such shares. Each of Altiva, as the general partner of Velan, and Balaji Venkataraman, as the sole shareholder of Altiva, may be deemed to have sole power to vote or direct the vote of (and the sole power to dispose or direct the disposition of) the shares of Common Stock directly beneficially owned by Velan.

LTE directly beneficially owns the shares of Common Stock reported herein as being beneficially owned by it. LTE may be deemed to have sole power to vote or direct the vote of (and the sole power to dispose or direct the disposition of) such shares. Each of MCM, as the sole investment advisor to LTE, and LTE Management, as the sole manager of LTE, may be deemed to have sole power to vote or direct the vote of (and the sole power to dispose or direct the disposition of) the shares of Common Stock directly beneficially owned by LTE. Ryan Melkonian, in his capacities as (i) the sole manager and majority member of LTE Management and (ii) the Chief Investment Officer, Managing Member and majority owner of MCM, may also be deemed to have sole power to vote or direct the vote of (and the sole power to dispose or direct the disposition of) the shares of Common Stock directly beneficially owned by LTE.

(c)       Schedule A hereto sets forth all transactions with respect to Shares effected since the filing of Amendment No. 2 to the Schedule 13D by any of the Reporting Persons, inclusive of any transactions effected through 5:00 p.m. New York City time on September 19, 2019.

Item 6 is hereby amended and restated in its entirety as follows:

The information provided or incorporated by reference in Items 3 and 4 is hereby incorporated by reference herein. Except as set forth in Items 3 and 4 of this Schedule 13D and as set forth in this Item 6, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between any Reporting Person and any other person with respect to any securities of the Issuer.

Joint Filing Agreement

Each of the Reporting Persons is party to a Joint Filing and Solicitation Agreement, dated as of September 18, 2019 (the “Joint Filing and Solicitation Agreement”), pursuant to which, among other things, (a) the Reporting Persons agree to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Company and (b) the Reporting Persons agree to form a group for the purpose of (i) soliciting written consents or proxies in favor of the Proposals, (ii) taking such other actions as the parties deem advisable and (iii) taking all other action necessary or advisable to achieve the foregoing.

References to, and descriptions of, the Joint Filing and Solicitation Agreement as set forth in this Item 6 are qualified in their entirety by reference to the Joint Filing and Solicitation Agreement attached hereto as Exhibit 99.2, which is incorporated in its entirety in this Item 6.

Item 7 is hereby amended to add the following exhibits:

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date: September 19, 2019

Schedule A – Transactions in the Shares Since the Filing of Amendment No. 2 to the Schedule 13D

All transactions as set forth below are purchases of Shares effected in the open market, except as otherwise noted, and the table includes commissions paid in per share prices.