ADAM W. FINERMAN, ESQ.
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).
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1
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NAME OF REPORTING PERSON
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BIOTECHNOLOGY VALUE FUND, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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2,726,500 (1)
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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2,726,500 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,726,500 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.2% (1)
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14
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TYPE OF REPORTING PERSON
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PN
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(1) Represents 2,726,500 shares of Common Stock underlying certain
call options that are currently exercisable as further described in Item 6.
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1
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NAME OF REPORTING PERSON
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BVF I GP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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2,726,500 (1)
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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2,726,500 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,726,500 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.2% (1)
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14
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TYPE OF REPORTING PERSON
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OO
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(1) Represents 2,726,500 shares of Common Stock underlying certain
call options that are currently exercisable as further described in Item 6.
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1
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NAME OF REPORTING PERSON
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BIOTECHNOLOGY VALUE FUND II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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2,039,000 (1)
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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2,039,000 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,039,000 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.1% (1)
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14
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TYPE OF REPORTING PERSON
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PN
|
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(1) Represents 2,039,000 shares of Common Stock underlying certain
call options that are currently exercisable as further described in Item 6.
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1
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NAME OF REPORTING PERSON
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BVF II GP LLC
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
|
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|
BENEFICIALLY
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- 0 -
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OWNED BY
|
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8
|
|
SHARED VOTING POWER
|
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EACH
|
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|
|
REPORTING
|
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|
|
2,039,000 (1)
|
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PERSON WITH
|
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9
|
|
SOLE DISPOSITIVE POWER
|
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|
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- 0 -
|
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|
10
|
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SHARED DISPOSITIVE POWER
|
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2,039,000 (1)
|
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|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
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2,039,000 (1)
|
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|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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|
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13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
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6.1% (1)
|
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|
14
|
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TYPE OF REPORTING PERSON
|
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|
|
|
|
|
|
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|
|
OO
|
|
(1) Represents 2,039,000 shares of Common Stock underlying certain
call options that are currently exercisable as further described in Item 6.
|
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|
|
|
|
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1
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NAME OF REPORTING PERSON
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BIOTECHNOLOGY VALUE TRADING FUND OS LP
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
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(b) ☐
|
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3
|
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SEC USE ONLY
|
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|
4
|
|
SOURCE OF FUNDS
|
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|
|
|
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|
|
WC
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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CAYMAN ISLANDS
|
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NUMBER OF
|
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7
|
|
SOLE VOTING POWER
|
|
SHARES
|
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|
|
|
|
BENEFICIALLY
|
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|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
354,700 (1)
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
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|
|
354,700 (1)
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
354,700 (1)
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
1.1% (1)
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
(1) Represents 354,700 shares of Common Stock underlying certain
call options that are currently exercisable as further described in Item 6.
|
|
|
|
|
|
|
|
|
|
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1
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NAME OF REPORTING PERSON
|
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|
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|
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|
BVF PARTNERS OS LTD.
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
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|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
CAYMAN ISLANDS
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
354,700 (1)
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
354,700 (1)
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
354,700 (1)
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
1.1% (1)
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
(1) Represents 354,700 shares of Common Stock underlying certain
call options that are currently exercisable as further described in Item 6.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
BVF GP HOLDINGS LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
4,765,500 (1)
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,765,500 (1)
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,765,500 (1)
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
14.3% (1)
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
(1) Represents 4,765,500 shares of Common Stock underlying certain
call options that are currently exercisable as further described in Item 6.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
BVF PARTNERS L.P.
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
5,231,900 (1)
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
5,231,900 (1)
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
5,231,900 (1)
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
15.7% (1)
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN, IA
|
|
(1) Represents 5,231,900 shares of Common Stock underlying certain
call options that are currently exercisable as further described in Item 6.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
BVF INC.
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
5,231,900 (1)
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
5,231,900 (1)
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
5,231,900 (1)
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
15.7% (1)
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
(1) Represents 5,231,900 shares of Common Stock underlying certain
call options that are currently exercisable as further described in Item 6.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
MARK N. LAMPERT
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
5,231,900 (1)
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
5,231,900 (1)
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
5,231,900 (1)
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
15.7% (1)
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
(1) Represents 5,231,900 shares of Common Stock underlying certain
call options that are currently exercisable as further described in Item 6.
The following constitutes the Schedule
13D filed by the undersigned (the “Schedule 13D”).
|
Item 1.
|
Security and Issuer.
|
This statement relates
to shares of the Common Stock, $0.0001 par value per share (the “Shares”), of Principia Biopharma Inc., a Delaware
corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 220 East Grand Avenue,
South San Francisco, California 94080.
|
Item 2.
|
Identity and Background.
|
(a) This
statement is filed by:
|
(i)
|
Biotechnology Value Fund, L.P., a Delaware limited partnership (“BVF”);
|
|
(ii)
|
BVF I GP LLC, a Delaware limited liability company (“BVF GP”), which serves as general
partner of BVF;
|
|
(iii)
|
Biotechnology Value Fund II, L.P., a Delaware limited partnership (“BVF2”);
|
|
(iv)
|
BVF II GP LLC, a Delaware limited liability company (“BVF2 GP”), which serves as general
partner of BVF2;
|
|
(v)
|
Biotechnology Value Trading Fund OS LP, a Cayman Islands limited partnership (“Trading Fund
OS”);
|
|
(vi)
|
BVF Partners OS Ltd., a Cayman Islands limited liability company (“Partners OS”), which
serves as general partner of Trading Fund OS;
|
|
(vii)
|
BVF GP Holdings LLC, a Delaware limited liability company (“BVF GPH”), which is the
sole member of each of BVF GP and BVF2 GP;
|
|
(viii)
|
BVF Partners L.P., a Delaware limited partnership (“Partners”), which serves as the
investment manager of each of BVF, BVF2, Trading Fund OS and a certain managed account (the “Partners Managed Account”),
and as the sole member of Partners OS;
|
|
(ix)
|
BVF Inc., a Delaware corporation, which serves as general partner of Partners and the managing
member of BVF GPH; and
|
|
(x)
|
Mark N. Lampert, who serves as the sole officer and director of BVF Inc.
|
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 Agreement, as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.
(b) The
business address of BVF, BVF GP, BVF2, BVF2 GP, BVF GPH, Partners, BVF Inc. and Mr. Lampert is 44 Montgomery St., 40th
Floor, San Francisco, California 94104. The business address of Trading Fund OS and Partners OS is PO Box 309 Ugland House, Grand
Cayman, KY1-1104, Cayman Islands.
(c) The
principal business of each of BVF, BVF2, and Trading Fund OS is investing in securities. The principal business of BVF GP, BVF2
GP, and Partners OS is serving as the general partner of BVF, BVF2, and Trading Fund OS, respectively. The principal business of
BVF GPH is serving as the sole member of each of BVF GP and BVF2 GP. The principal business of Partners is serving as the investment
manager of each of BVF, BVF2, Trading Fund OS and the Partners Managed Account, and the sole member of Partners OS. The principal
business of BVF Inc. is serving as the general partner of Partners and the managing member of BVF GPH. Mr. Lampert is the sole
officer and director of BVF Inc.
(d) No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No
Reporting Person has, during the last five years, been 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.
(f) Mr.
Lampert is a citizen of the United States of America.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
The call options purchased
by each of BVF, BVF2, Trading Fund OS, and held in the Partners Managed Account, were purchased with working capital (which may,
at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except
as otherwise noted. The aggregate purchase price of certain call options exercisable into the 2,726,500 Shares beneficially owned
by BVF is approximately $1,108,995, including brokerage commissions. The aggregate purchase price of certain call options exercisable
into the 2,039,000 Shares beneficially owned by BVF2 is approximately $829,341, including brokerage commissions. The aggregate
purchase price of certain call options exercisable into the 354,700 Shares beneficially owned by Trading Fund OS is approximately
$144,268, including brokerage commissions. The aggregate purchase price of certain call options exercisable into the 111,700 Shares
held in the Partners Managed Account is approximately $45,551, including brokerage commissions.
|
Item 4.
|
Purpose of Transaction.
|
The Reporting Persons
purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented
an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the
Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting
Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of
Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may
deem advisable.
The Reporting Persons have sent a letter to the Board of Directors of the Issuer, a copy of which is attached hereto as Exhibit 99.1,
in conjunction with the proposed acquisition of the Issuer by Sanofi.
No Reporting
Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)
- (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of,
or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a
continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and
investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry
conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they
deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the
Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’
investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure
(including board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares,
engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention
with respect to any and all matters referred to in Item 4.
|
Item 5.
|
Interest in Securities of the Issuer.
|
(a)
The aggregate percentage of Shares reported owned by each person named herein is based on 33,236,216 Shares outstanding,
which is the total number of Shares outstanding as of August 16, 2020, as disclosed in Exhibit 2.1 to the Issuer’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on August 17, 2020.
As of the date hereof,
(i) BVF beneficially owned 2,726,500 Shares, representing 2,726,500 Shares underlying certain call options currently exercisable,
representing percentage ownership of approximately 8.2% of the Shares outstanding, (ii) BVF2 beneficially owned 2,039,000 Shares,
representing 2,039,000 Shares underlying certain call options currently exercisable, representing percentage ownership of approximately
6.1% of the Shares outstanding, (iii) Trading Fund OS beneficially owned 354,700 Shares, representing 354,700 Shares underlying
certain call options currently exercisable, representing percentage ownership of approximately 1.1% of the Shares outstanding,
and (iv) 111,700 Shares were held in the Partners Managed Account, representing 111,700 Shares underlying certain call options
currently exercisable, representing percentage ownership of less than 1% of the Shares outstanding.
BVF GP, as the general
partner of BVF, may be deemed to beneficially own the 2,726,500 Shares beneficially owned by BVF, representing percentage ownership
of approximately 8.2% of the Shares outstanding.
BVF2 GP, as the general
partner of BVF2, may be deemed to beneficially own the 2,039,000 Shares beneficially owned by BVF2, representing percentage ownership
of approximately 6.1% of the Shares outstanding.
Partners OS, as the
general partner of Trading Fund OS, may be deemed to beneficially own the 354,700 Shares beneficially owned by Trading Fund OS,
representing percentage ownership of approximately 1.1% of the Shares outstanding.
BVF GPH, as the sole
member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 4,765,500 Shares beneficially owned in the aggregate
by BVF and BVF2, representing percentage ownership of approximately 14.3% of the Shares outstanding.
Partners, as the investment
manager of BVF, BVF2, Trading Fund OS and the Partners Managed Account and the sole member of Partners OS, may be deemed to beneficially
own the 5,231,900 Shares beneficially owned in the aggregate by BVF, BVF2, Trading Fund OS, and held in the Partners Managed Account,
representing percentage ownership of approximately 15.7% of the Shares outstanding.
BVF Inc., as the general
partner of Partners, may be deemed to beneficially own the 5,231,900 Shares beneficially owned by Partners, representing percentage
ownership of approximately 15.7% of the Shares outstanding.
Mr. Lampert, as a
director and officer of BVF Inc. may be deemed to beneficially own the 5,231,900 Shares beneficially owned by BVF Inc., representing
percentage ownership of approximately 15.7% of the Shares outstanding.
(b) Each
of BVF, BVF2 and Trading Fund OS shares with Partners voting and dispositive power over the Shares each such entity beneficially
owns. BVF shares with BVF GP voting and dispositive power over the Shares beneficially owned by BVF. BVF2 shares with BVF2 GP voting
and dispositive power over the Shares beneficially owned by BVF2. Each of BVF GP and BVF2 GP shares with BVF GPH voting and dispositive
power over the Shares each such entity beneficially owns. Trading Fund OS shares with Partners OS voting and dispositive power
over the Shares beneficially owned by Trading Fund OS. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over
the 5,231,900 Shares they may be deemed to beneficially own with BVF, BVF GP, BVF2, BVF2 GP, Trading Fund OS, Partners OS, BVF
GPH and the Partners Managed Account.
(c) Schedule
A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past sixty days. All of
such transactions were effected in the open market.
(d) No
person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares.
(e) Not
applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
BVF purchased exchange-listed
American-style call options representing 2,726,500 Shares, which have an exercise price of $100 and expire on November 20, 2020,
as set forth in Schedule A, which is incorporated herein by reference.
BVF2 purchased exchange-listed
American-style call options representing 2,039,000 Shares, which have an exercise price of $100 and expire on November 20, 2020,
as set forth in Schedule A, which is incorporated herein by reference.
Trading Fund OS purchased
exchange-listed American-style call options representing 354,700 Shares, which have an exercise price of $100 and expire on November
20, 2020, as set forth in Schedule A, which is incorporated herein by reference.
Exchange-listed American-style
call options representing 111,700 Shares are held in the Partners Managed Account. Such call options have an exercise price of
$100 and expire on November 20, 2020, as set forth in Schedule A, which is incorporated herein by reference.
On August 25, 2020,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law.
A copy of this agreement is attached hereto as Exhibit 99.2 hereto and is incorporated herein by reference.
BVF GP and BVF2 GP
are the general partners of BVF and BVF2, respectively, pursuant to their respective limited partnership agreements, which provide
BVF GP and BVF2 GP with broad authority over the activities and assets of BVF and BVF2. Pursuant to such limited partnership agreements,
BVF GP and BVF2 GP are entitled to allocations based on realized and unrealized gains on the respective assets of BVF and BVF2.
Partners is the sole
member of Partners OS and the investment manager of BVF, BVF2, and Trading Fund OS, pursuant to their respective investment management
agreements which authorize Partners, among other things, to invest the funds of BVF, BVF2, and Trading Fund OS in the Shares and
other securities and to vote, exercise or convert and dispose of such securities. Pursuant to such investment management agreements,
Partners is entitled to receive fees based on assets under management and allocations based on realized and unrealized gains on
such assets from each of BVF, BVF2, and Trading Fund OS.
Pursuant to investment
management agreements with the Partners Managed Account, Partners and BVF Inc. have authority, among other things, to invest funds
of the Partners Managed Account in the Shares and other securities and to vote, exercise or convert and dispose of such securities.
Pursuant to such investment management agreements, Partners and BVF Inc. receive fees based on realized and unrealized gains thereon.
Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Letter to the Board of Directors, dated August 25, 2020
|
|
|
|
|
99.2
|
Joint Filing Agreement by and among Biotechnology Value Fund, L.P., BVF I GP LLC, Biotechnology
Value Fund II, L.P., BVF II GP, LLC, Biotechnology Value Trading Fund OS LP, BVF Partners OS Ltd., BVF GP Holdings LLC, BVF Partners
L.P., BVF Inc., and Mark N. Lampert, dated August 25, 2020.
|
SIGNATURES
After reasonable
inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: August 25, 2020
BIOTECHNOLOGY VALUE FUND, L.P.
|
|
BIOTECHNOLOGY VALUE TRADING FUND OS LP
|
|
|
|
|
By:
|
BVF I GP LLC., its general partner
|
|
By:
|
BVF Partners L.P., its investment manager
|
|
|
|
By:
|
BVF Inc., its general partner
|
By:
|
/s/ Mark N. Lampert
|
|
|
|
|
Mark N. Lampert
|
|
By:
|
/s/ Mark N. Lampert
|
|
Chief Executive Officer
|
|
|
Mark Lampert
|
|
|
|
|
President
|
|
|
|
|
|
BVF I GP LLC
|
|
|
|
|
|
|
BVF GP HOLDINGS LLC
|
By:
|
/s/ Mark N. Lampert
|
|
|
|
Mark N. Lampert
|
|
By:
|
/s/ Mark N. Lampert
|
|
Chief Executive Officer
|
|
|
Mark Lampert
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
BIOTECHNOLOGY VALUE FUND II, L.P.
|
|
|
|
|
|
BVF PARTNERS L.P.
|
By:
|
BVF II GP LLC, its general partner
|
|
|
|
|
|
By:
|
BVF Inc., its general partner
|
By:
|
/s/ Mark N. Lampert
|
|
|
|
|
Mark N. Lampert
|
|
By:
|
/s/ Mark N. Lampert
|
|
Chief Executive Officer
|
|
|
Mark N. Lampert
|
|
|
|
|
President
|
|
|
|
|
|
BVF II GP LLC
|
|
|
|
|
|
|
BVF INC.
|
By:
|
/s/ Mark N. Lampert
|
|
|
|
Mark N. Lampert
|
|
By:
|
/s/ Mark N. Lampert
|
|
Chief Executive Officer
|
|
|
Mark Lampert
|
|
|
|
|
President
|
|
|
|
|
|
BVF PARTNERS OS LTD.
|
|
|
|
|
|
|
/s/ Mark N. Lampert
|
By:
|
BVF Partners L.P., its sole member
|
|
MARK N. LAMPERT
|
By:
|
BVF Inc., its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ Mark N. Lampert
|
|
|
|
|
Mark N. Lampert
|
|
|
|
|
President
|
|
|
|
Schedule A
Transactions in the Shares During
the Past Sixty Days
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
BIOTECHNOLOGY
VALUE FUND, L.P.
Sale of Common Stock
|
(30,881)
|
92.3139
|
08/07/2020
|
Sale of Common Stock
|
(4,825)
|
92.4420
|
08/13/2020
|
Sale of Common Stock
|
(13,742)
|
92.0671
|
08/14/2020
|
Sale of Common Stock
|
(209,384)
|
99.1313
|
08/17/2020
|
Sale of Common Stock
|
(519,676)
|
99.1000
|
08/17/2020
|
Purchase of November 2020 Call Option ($100.00 Strike Price)1
|
2,606,000
|
39.6600
|
08/17/2020
|
Purchase of November 2020 Call Option ($100.00 Strike Price)1
|
120,500
|
35.7900
|
08/18/2020
|
BIOTECHNOLOGY
VALUE FUND II, L.P.
Sale of Common Stock
|
(22,699)
|
92.3139
|
08/07/2020
|
Sale of Common Stock
|
(3,555)
|
92.4420
|
08/13/2020
|
Sale of Common Stock
|
(10,201)
|
92.0671
|
08/14/2020
|
Sale of Common Stock
|
(156,565)
|
99.1313
|
08/17/2020
|
Sale of Common Stock
|
(388,585)
|
99.1000
|
08/17/2020
|
Purchase of November 2020 Call Option ($100.00 Strike Price)1
|
1,948,500
|
39.6600
|
08/17/2020
|
Purchase of November 2020 Call Option ($100.00 Strike Price)1
|
90,500
|
35.7900
|
08/18/2020
|
Biotechnology
Value Trading Fund OS LP
Sale of Common Stock
|
(3,620)
|
92.3139
|
08/07/2020
|
Sale of Common Stock
|
(620)
|
92.4420
|
08/13/2020
|
Sale of Common Stock
|
(1,757)
|
92.0671
|
08/14/2020
|
Sale of Common Stock
|
(27,229)
|
99.1313
|
08/17/2020
|
Sale of Common Stock
|
(67,582)
|
99.1000
|
08/17/2020
|
Purchase of November 2020 Call Option ($100.00 Strike Price)1
|
338,900
|
39.6600
|
08/17/2020
|
Purchase of November 2020 Call Option ($100.00 Strike Price)1
|
15,800
|
35.7900
|
08/18/2020
|
BVF
PARTNERS L.P.
(Through
the Partners Managed Account)
Sale of Common Stock
|
(6,822)
|
99.1313
|
08/17/2020
|
Sale of Common Stock
|
(16,931)
|
99.1000
|
08/17/2020
|
Purchase of November 2020 Call Option ($100.00 Strike Price)1
|
106,600
|
39.6600
|
08/17/2020
|
Purchase of November 2020 Call Option ($100.00 Strike Price)1
|
5,100
|
35.7900
|
08/18/2020
|
________________________
1 Represents
Shares underlying exchange-listed American-style call options. These call options expire on November 20, 2020.