UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

Interleukin Genetics, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

458738101

(CUSIP Number)

Jonathan S. Groat

Delta Dental Plan of Michigan, Inc.

4100 Okemos Road

Okemos, MI 48864

(517) 347-5451

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 15, 2016

(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-l(e), 240.13d-l(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.

 

 

 

* 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. 458738101  

 

  1.   

Name of Reporting Person.

 

Delta Dental Plan of Michigan, Inc.

  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):

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐

 

  6.  

Citizenship or Place of Organization:

 

Michigan

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

10,928,961     

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

10,928,961

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

10,928,961

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

13.  

Percent of Class Represented by Amount in Row (11):

 

4.8%(1)

14.  

Type of Reporting Person (See Instructions)

 

CO

 

(1) Calculated based on Interleukin Genetics, Inc. (the “Issuer”) having 229,329,744 shares of its common stock, par value $0.001 per share (“Common Stock”) outstanding as of August 12, 2016, which is the number of outstanding shares of Common Stock reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 15, 2016.

Explanatory Note

This statement constitutes Amendment No. 4 to the Schedule 13D filed by Delta Dental Plan of Michigan, Inc. (“DDMI”) on July 9, 2012 and amended by Amendment No. 1 filed by DDMI on May 28, 2013 (“Amendment No. 1”), Amendment No. 2 filed by DDMI on April 3, 2014 (“Amendment No. 2”) and Amendment No. 3 filed by DDMI on January 16, 2015 (“Amendment No. 3”), related to the common stock, par value $0.001 per share (the “Common Stock”) of Interleukin Genetics, Inc. (the “Issuer”). This Amendment No. 4 is being filed to report a change in the percentage of Common Stock beneficially owned by DDMI, which has resulted from changes in the aggregate outstanding Common Stock of the Issuer. There has been no change in the amount of shares of Common Stock beneficially owned by DDMI as a result of acquisitions or dispositions. Except as specifically set forth herein, the Schedule 13D, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3, remains unmodified.

Item 4 is hereby amended to add the following :

Item 4. Purpose of Transaction

On August 15, 2016, the Issuer filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (the “Second Quarter 2016 Form 10-Q”) and reported that, as of August 12, 2016, the number of outstanding shares of the Issuer’s Common Stock had increased to 229,329,744 shares. DDMI has not acquired any shares of Common Stock since it filed Amendment No. 3. As a result, DDMI’s percentage ownership decreased to 4.8%. This Amendment No. 4 is being filed to report this change in DDMI’s current percentage ownership and to indicate that its percentage ownership is now below 5% of the Issuer’s outstanding shares of Common Stock.

Item 5 is hereby amended and restated in its entirety as follows:

Item 5. Interest in Securities of the Issuer

 

(a) DDMI beneficially owns 10,928,961 shares of the Issuer’s Common Stock, which is approximately 4.8% of the Issuer’s outstanding Common Stock. This percentage is based on the Issuer having 229,329,744 shares of its Common Stock outstanding as of August 12, 2016, which is the number of outstanding shares of Common Stock reported in the Second Quarter 2016 Form 10-Q.

 

(b) DDMI has sole voting and dispositive power over 10,928,961 shares of Common Stock and no shared voting or dispositive power over any shares of Common Stock.

 

(c) None.

 

(d) None.

 

(e) DDMI ceased to be the beneficial owner of more than 5% of the Issuer’s Common Stock as of August 15, 2016, the date that the Second Quarter 2016 Form 10-Q was filed by the Issuer reporting the increased number of outstanding shares of the Issuer’s Common Stock.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: October 10, 2016     Delta Dental Plan of Michigan, Inc., a Michigan nonprofit corporation
        By:  

            /s/ Jonathan S. Groat

        Name:   Jonathan S. Groat
        Title:   Vice President and General Counsel

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations ( see 18 U.S.C. 1001) .