SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 4*
| Arbutus Biopharma Corporation |
| (Name of Issuer) |
| Common Shares, no par value |
| (Title of Class of Securities) |
| 03879J100 |
| (CUSIP Number) |
|
Eric Komitee General Counsel 55 Railroad Avenue Greenwich, Connecticut 06830 203-863-5062 |
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| January 12, 2018 |
| (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.
(Continued on following pages)
(Page 1 of 15 Pages)
* 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).
| CUSIP No. 03879J100 | 13D | Page 2 of 15 Pages |
| 1 |
NAMES OF REPORTING PERSONS Viking Global Investors LP | |||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
|||||
| 3 | SEC USE ONLY | |||||
| 4 |
SOURCE OF FUNDS (see instructions) OO (See Item 3) | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ☐ | ||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||||
| 8 |
SHARED VOTING POWER 0 | |||||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||||
| 10 |
SHARED DISPOSITIVE POWER 16,013,540 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,013,540 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | ☐ | ||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.1%* | |||||
| 14 |
TYPE OF REPORTING PERSON PN | |||||
| * | The calculation assumes that there are a total of 55,068,662 Common Shares outstanding as of January 11, 2018, as reported by Arbutus Biopharma Corporation (the “Issuer”) to Roivant Sciences Ltd. (“Roivant”). This amount excludes 9,808,386 Common Shares underlying 500,000 shares of the Issuer’s series A participating convertible preferred shares (the “Preferred Shares”) acquired by Roivant on October 16, 2017 and 13,025,536 Common Shares underlying 664,000 Preferred Shares acquired by Roivant on January 12, 2018. The Preferred Shares are not convertible into the Common Shares until they become mandatorily convertible on October 16, 2021(subject to adjustment and subject to limited exceptions in the event of certain transactions or fundamental changes that would permit earlier conversion at Roivant’s option). |
| CUSIP No. 03879J100 | 13D | Page 3 of 15 Pages |
| 1 |
NAMES OF REPORTING PERSONS Viking Global Performance LLC | |||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
|||||
| 3 | SEC USE ONLY | |||||
| 4 |
SOURCE OF FUNDS (see instructions) OO (See Item 3) | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ☐ | ||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||||
| 8 |
SHARED VOTING POWER 0 | |||||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||||
| 10 |
SHARED DISPOSITIVE POWER 16,013,540 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,013,540 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | ☐ | ||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.1%* | |||||
| 14 |
TYPE OF REPORTING PERSON OO | |||||
| * | The calculation assumes that there are a total of 55,068,662 Common Shares outstanding as of January 11 , 2018, as reported by the Issuer to Roivant. This amount excludes 9,808,386 Common Shares underlying 500,000 Preferred Shares acquired by Roivant on October 16, 2017 and 13,025,536 Common Shares underlying 664,000 Preferred Shares acquired by Roivant on January 12, 2018. The Preferred Shares are not convertible into the Common Shares until they become mandatorily convertible on October 16, 2021(subject to adjustment and subject to limited exceptions in the event of certain transactions or fundamental changes that would permit earlier conversion at Roivant’s option). |
| CUSIP No. 03879J100 | 13D | Page 4 of 15 Pages |
| 1 |
NAMES OF REPORTING PERSONS Viking Global Equities LP | |||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
|||||
| 3 | SEC USE ONLY | |||||
| 4 |
SOURCE OF FUNDS (see instructions) OO (See Item 3) | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ☐ | ||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||||
| 8 |
SHARED VOTING POWER 0 | |||||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||||
| 10 |
SHARED DISPOSITIVE POWER 16,013,540 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,013,540 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | ☐ | ||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.1%* | |||||
| 14 |
TYPE OF REPORTING PERSON PN | |||||
| * | The calculation assumes that there are a total of 55,068,662 Common Shares outstanding as of January 11 , 2018, as reported by the Issuer to Roivant. This amount excludes 9,808,386 Common Shares underlying 500,000 Preferred Shares acquired by Roivant on October 16, 2017 and 13,025,536 Common Shares underlying 664,000 Preferred Shares acquired by Roivant on January 12, 2018. The Preferred Shares are not convertible into the Common Shares until they become mandatorily convertible on October 16, 2021(subject to adjustment and subject to limited exceptions in the event of certain transactions or fundamental changes that would permit earlier conversion at Roivant’s option). |
| CUSIP No. 03879J100 | 13D | Page 5 of 15 Pages |
| 1 |
NAMES OF REPORTING PERSONS Viking Global Equities II LP | |||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
|||||
| 3 | SEC USE ONLY | |||||
| 4 |
SOURCE OF FUNDS (see instructions) OO (See Item 3) | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ☐ | ||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||||
| 8 |
SHARED VOTING POWER 0 | |||||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||||
| 10 |
SHARED DISPOSITIVE POWER 16,013,540 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,013,540 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | ☐ | ||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.1%* | |||||
| 14 |
TYPE OF REPORTING PERSON PN | |||||
| * | The calculation assumes that there are a total of 55,068,662 Common Shares outstanding as of January 11 , 2018, as reported by the Issuer to Roivant. This amount excludes 9,808,386 Common Shares underlying 500,000 Preferred Shares acquired by Roivant on October 16, 2017 and 13,025,536 Common Shares underlying 664,000 Preferred Shares acquired by Roivant on January 12, 2018. The Preferred Shares are not convertible into the Common Shares until they become mandatorily convertible on October 16, 2021(subject to adjustment and subject to limited exceptions in the event of certain transactions or fundamental changes that would permit earlier conversion at Roivant’s option). |
| CUSIP No. 03879J100 | 13D | Page 6 of 15 Pages | ||
| 1 |
NAMES OF REPORTING PERSONS VGE III Portfolio Ltd. | |||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
|||||
| 3 | SEC USE ONLY | |||||
| 4 |
SOURCE OF FUNDS (see instructions) OO (See Item 3) | |||||
| 5 | CHECK 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||||
| 8 |
SHARED VOTING POWER 0 | |||||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||||
| 10 |
SHARED DISPOSITIVE POWER 16,013,540 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,013,540 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | ☐ | ||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.1%* | |||||
| 14 |
TYPE OF REPORTING PERSON CO | |||||
| * | The calculation assumes that there are a total of 55,068,662 Common Shares outstanding as of January 11 , 2018, as reported by the Issuer to Roivant. This amount excludes 9,808,386 Common Shares underlying 500,000 Preferred Shares acquired by Roivant on October 16, 2017 and 13,025,536 Common Shares underlying 664,000 Preferred Shares acquired by Roivant on January 12, 2018. The Preferred Shares are not convertible into the Common Shares until they become mandatorily convertible on October 16, 2021(subject to adjustment and subject to limited exceptions in the event of certain transactions or fundamental changes that would permit earlier conversion at Roivant’s option). |
| CUSIP No. 03879J100 | 13D | Page 7 of 15 Pages | ||
| 1 |
NAMES OF REPORTING PERSONS Viking Long Fund GP LLC | |||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
|||||
| 3 | SEC USE ONLY | |||||
| 4 |
SOURCE OF FUNDS (see instructions) OO (See Item 3) | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ☐ | ||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||||
| 8 |
SHARED VOTING POWER 0 | |||||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||||
| 10 |
SHARED DISPOSITIVE POWER 16,013,540 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,013,540 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | ☐ | ||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.1%* | |||||
| 14 |
TYPE OF REPORTING PERSON OO | |||||
| * | The calculation assumes that there are a total of 55,068,662 Common Shares outstanding as of January 11 , 2018, as reported by the Issuer to Roivant. This amount excludes 9,808,386 Common Shares underlying 500,000 Preferred Shares acquired by Roivant on October 16, 2017 and 13,025,536 Common Shares underlying 664,000 Preferred Shares acquired by Roivant on January 12, 2018. The Preferred Shares are not convertible into the Common Shares until they become mandatorily convertible on October 16, 2021(subject to adjustment and subject to limited exceptions in the event of certain transactions or fundamental changes that would permit earlier conversion at Roivant’s option). |
| CUSIP No. 03879J100 | 13D | Page 8 of 15 Pages |
| 1 |
NAMES OF REPORTING PERSONS Viking Long Fund Master Ltd. | |||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
|||||
| 3 | SEC USE ONLY | |||||
| 4 |
SOURCE OF FUNDS (see instructions) OO (See Item 3) | |||||
| 5 | CHECK 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||||
| 8 |
SHARED VOTING POWER 0 | |||||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||||
| 10 |
SHARED DISPOSITIVE POWER 16,013,540 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,013,540 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | ☐ | ||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.1%* | |||||
| 14 |
TYPE OF REPORTING PERSON CO | |||||
| * | The calculation assumes that there are a total of 55,068,662 Common Shares outstanding as of January 11 , 2018, as reported by the Issuer to Roivant. This amount excludes 9,808,386 Common Shares underlying 500,000 Preferred Shares acquired by Roivant on October 16, 2017 and 13,025,536 Common Shares underlying 664,000 Preferred Shares acquired by Roivant on January 12, 2018. The Preferred Shares are not convertible into the Common Shares until they become mandatorily convertible on October 16, 2021(subject to adjustment and subject to limited exceptions in the event of certain transactions or fundamental changes that would permit earlier conversion at Roivant’s option). | |
| CUSIP No. 03879J100 | 13D | Page 9 of 15 Pages |
| 1 |
NAMES OF REPORTING PERSONS Viking Global Opportunities GP LLC | |||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
|||||
| 3 | SEC USE ONLY | |||||
| 4 |
SOURCE OF FUNDS (see instructions) OO (See Item 3) | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ☐ | ||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||||
| 8 |
SHARED VOTING POWER 0 | |||||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||||
| 10 |
SHARED DISPOSITIVE POWER 16,013,540 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,013,540 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | ☐ | ||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.1%* | |||||
| 14 |
TYPE OF REPORTING PERSON OO | |||||
| * | The calculation assumes that there are a total of 55,068,662 Common Shares outstanding as of January 11 , 2018, as reported by the Issuer to Roivant. This amount excludes 9,808,386 Common Shares underlying 500,000 Preferred Shares acquired by Roivant on October 16, 2017 and 13,025,536 Common Shares underlying 664,000 Preferred Shares acquired by Roivant on January 12, 2018. The Preferred Shares are not convertible into the Common Shares until they become mandatorily convertible on October 16, 2021(subject to adjustment and subject to limited exceptions in the event of certain transactions or fundamental changes that would permit earlier conversion at Roivant’s option). |
| CUSIP No. 03879J100 | 13D | Page 10 of 15 Pages |
| 1 |
NAMES OF REPORTING PERSONS Viking Global Opportunities Portfolio GP LLC | |||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
|||||
| 3 | SEC USE ONLY | |||||
| 4 |
SOURCE OF FUNDS (see instructions) OO (See Item 3) | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ☐ | ||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||||
| 8 |
SHARED VOTING POWER 0 | |||||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||||
| 10 |
SHARED DISPOSITIVE POWER 16,013,540 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,013,540 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | ☐ | ||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.1%* | |||||
| 14 |
TYPE OF REPORTING PERSON OO | |||||
| * | The calculation assumes that there are a total of 55,068,662 Common Shares outstanding as of January 11 , 2018, as reported by the Issuer to Roivant. This amount excludes 9,808,386 Common Shares underlying 500,000 Preferred Shares acquired by Roivant on October 16, 2017 and 13,025,536 Common Shares underlying 664,000 Preferred Shares acquired by Roivant on January 12, 2018. The Preferred Shares are not convertible into the Common Shares until they become mandatorily convertible on October 16, 2021(subject to adjustment and subject to limited exceptions in the event of certain transactions or fundamental changes that would permit earlier conversion at Roivant’s option). |
| CUSIP No. 03879J100 | 13D | Page 11 of 15 Pages |
| 1 |
NAMES OF REPORTING PERSONS Viking Global Opportunities Illiquid Investments Sub-Master LP | |||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
|||||
| 3 | SEC USE ONLY | |||||
| 4 |
SOURCE OF FUNDS (see instructions) OO (See Item 3) | |||||
| 5 | CHECK 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||||
| 8 |
SHARED VOTING POWER 0 | |||||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||||
| 10 |
SHARED DISPOSITIVE POWER 16,013,540 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,013,540 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | ☐ | ||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.1%* | |||||
| 14 |
TYPE OF REPORTING PERSON PN | |||||
| * | The calculation assumes that there are a total of 55,068,662 Common Shares outstanding as of January 11 , 2018, as reported by the Issuer to Roivant. This amount excludes 9,808,386 Common Shares underlying 500,000 Preferred Shares acquired by Roivant on October 16, 2017 and 13,025,536 Common Shares underlying 664,000 Preferred Shares acquired by Roivant on January 12, 2018. The Preferred Shares are not convertible into the Common Shares until they become mandatorily convertible on October 16, 2021(subject to adjustment and subject to limited exceptions in the event of certain transactions or fundamental changes that would permit earlier conversion at Roivant’s option). |
| CUSIP No. 03879J100 | 13D | Page 12 of 15 Pages |
| 1 |
NAMES OF REPORTING PERSONS O. Andreas Halvorsen | |||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
|||||
| 3 | SEC USE ONLY | |||||
| 4 |
SOURCE OF FUNDS (see instructions) OO (See Item 3) | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ☐ | ||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Norway | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||||
| 8 |
SHARED VOTING POWER 0 | |||||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||||
| 10 |
SHARED DISPOSITIVE POWER 16,013,540 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,013,540 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | ☐ | ||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.1%* | |||||
| 14 |
TYPE OF REPORTING PERSON IN | |||||
| * | The calculation assumes that there are a total of 55,068,662 Common Shares outstanding as of January 11 , 2018, as reported by the Issuer to Roivant. This amount excludes 9,808,386 Common Shares underlying 500,000 Preferred Shares acquired by Roivant on October 16, 2017 and 13,025,536 Common Shares underlying 664,000 Preferred Shares acquired by Roivant on January 12, 2018. The Preferred Shares are not convertible into the Common Shares until they become mandatorily convertible on October 16, 2021(subject to adjustment and subject to limited exceptions in the event of certain transactions or fundamental changes that would permit earlier conversion at Roivant’s option). |
| CUSIP No. 03879J100 | 13D | Page 13 of 15 Pages | ||
| 1 |
NAMES OF REPORTING PERSONS David C. Ott | |||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
|||||
| 3 | SEC USE ONLY | |||||
| 4 |
SOURCE OF FUNDS (see instructions) OO (See Item 3) | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ☐ | ||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||||
| 8 |
SHARED VOTING POWER 0 | |||||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||||
| 10 |
SHARED DISPOSITIVE POWER 16,013,540 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,013,540 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | ☐ | ||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.1%* | |||||
| 14 |
TYPE OF REPORTING PERSON IN | |||||
| * | The calculation assumes that there are a total of 55,068,662 Common Shares outstanding as of January 11 , 2018, as reported by the Issuer to Roivant. This amount excludes 9,808,386 Common Shares underlying 500,000 Preferred Shares acquired by Roivant on October 16, 2017 and 13,025,536 Common Shares underlying 664,000 Preferred Shares acquired by Roivant on January 12, 2018. The Preferred Shares are not convertible into the Common Shares until they become mandatorily convertible on October 16, 2021(subject to adjustment and subject to limited exceptions in the event of certain transactions or fundamental changes that would permit earlier conversion at Roivant’s option). |
| CUSIP No. 03879J100 | 13D | Page 14 of 15 Pages |
| 1 |
NAMES OF REPORTING PERSONS Rose S. Shabet | |||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
|||||
| 3 | SEC USE ONLY | |||||
| 4 |
SOURCE OF FUNDS (see instructions) OO (See Item 3) | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ☐ | ||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||||
| 8 |
SHARED VOTING POWER 0 | |||||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||||
| 10 |
SHARED DISPOSITIVE POWER 16,013,540 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,013,540 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | ☐ | ||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.1%* | |||||
| 14 |
TYPE OF REPORTING PERSON IN | |||||
| * | The calculation assumes that there are a total of 55,068,662 Common Shares outstanding as of January 11 , 2018, as reported by the Issuer to Roivant. This amount excludes 9,808,386 Common Shares underlying 500,000 Preferred Shares acquired by Roivant on October 16, 2017 and 13,025,536 Common Shares underlying 664,000 Preferred Shares acquired by Roivant on January 12, 2018. The Preferred Shares are not convertible into the Common Shares until they become mandatorily convertible on October 16, 2021(subject to adjustment and subject to limited exceptions in the event of certain transactions or fundamental changes that would permit earlier conversion at Roivant’s option). |
This Amendment No. 4 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on July 13, 2016, as amended and supplemented by Amendment No. 1 filed on June 14, 2017, Amendment No. 2 filed on July 6, 2017 and Amendment No. 3 filed on October 17, 2017 (as so amended and supplemented, the “Original Schedule 13D”), with respect to the Common Shares of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
This Amendment amends the Original Schedule 13D to add the following immediately after the second paragraph of Item 6 of the Original Schedule 13D:
Pursuant to the Subscription Agreement, following the requisite approval of the shareholders of the Issuer at a shareholder meeting held on January 11, 2018 and satisfaction of the applicable closing conditions at the Second Closing on January 12, 2018, the Issuer issued 664,000 Preferred Shares to Roivant for an aggregate purchase price of $66.4 million. The source of the funds for the acquisition was cash on hand.
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.
Dated: January 16, 2018
| By:/s/ O. Andreas Halvorsen | |
| By: O. Andreas Halvorsen - individually and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES LP, VIKING GLOBAL EQUITIES II LP and VGE III PORTFOLIO LTD., and as an Executive Committee Member of Viking Global Partners LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf of itself and VIKING LONG FUND MASTER LTD., and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP | |
| By: /s/ David C. Ott | |
| By: David C. Ott - individually and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES LP, VIKING GLOBAL EQUITIES II LP and VGE III PORTFOLIO LTD., and as an Executive Committee Member of Viking Global Partners LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as Executive Committee Member of VIKING LONG FUND GP LLC, on behalf of itself and VIKING LONG FUND MASTER LTD., and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP | |
| By: /s/ Rose S. Shabet | |
| By: Rose S. Shabet - individually and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES LP, VIKING GLOBAL EQUITIES II LP and VGE III PORTFOLIO LTD., and as an Executive Committee Member of Viking Global Partners LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf of itself and VIKING LONG FUND MASTER LTD., and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP |