Amended Statement of Ownership (sc 13g/a)
August 06 2018 - 04:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
BIOCRYST PHARMACEUTICALS, INC.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
09058V103
(CUSIP Number)
August 2, 2018
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
x
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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*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 the disclosures provided in a prior cover page.
The information required in 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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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
RA Capital Management, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Massachusetts
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
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5.
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Sole Voting Power
0 shares
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6.
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Shared Voting Power
9,234,692 shares
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7.
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Sole Dispositive Power
0 shares
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8.
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Shared Dispositive Power
9,234,692 shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,234,692 shares
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by Amount in Row (9)
8.5%
1
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12.
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Type of Reporting Person (See Instructions)
IA
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1
The percentage calculation assumes that there are currently 108,018,468 outstanding shares of Common Stock of the
Issuer, based on the Issuer’s prospectus supplement as filed with the Securities and Exchange Commission (“SEC”)
on August 3, 2018.
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Peter Kolchinsky
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
United States
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5.
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Sole Voting Power
0 shares
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
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6.
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Shared Voting Power
9,234,692 shares
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7.
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Sole Dispositive Power
0 shares
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8.
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Shared Dispositive Power
9,234,692 shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,234,692 shares
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by Amount in Row (9)
8.5
%
1
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12.
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Type of Reporting Person (See Instructions)
IN
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1
The percentage calculation assumes that there are currently 108,018,468 outstanding shares of Common Stock of the
Issuer, based on the Issuer’s prospectus supplement as filed with the Securities and Exchange Commission (“SEC”)
on August 3, 2018.
Explanatory
Note
The Reporting
Persons, as defined below, filed a Schedule 13G on February 14, 2018. Thereafter, the Reporting Persons filed a Schedule 13D on
April 2, 2018. This Schedule 13G amends the prior filing on Schedule 13D, and hereafter the Reporting Persons will report their
ownership of the Issuer’s securities on Schedule 13G.
Item 1.
(a)
Name
of Issuer:
BioCryst Pharmaceuticals, Inc. (the “Issuer”).
(b)
Address
of the Issuer’s Principal Executive Offices:
4505 Emperor Blvd., Suite 200, Durham, North Carolina 27703.
Item
2.
(a)
Name
of Person Filing:
This joint statement on Schedule 13G is being filed by RA Capital Management, LLC (“Capital”)
and Peter Kolchinsky. Capital and Dr. Kolchinsky are collectively referred to herein as the “Reporting Persons.” Capital
is the general partner of the RA Capital Healthcare Fund, L.P. (the “Fund”), which owns 6,823,745 shares of the Issuer’s
Common Stock, and serves as investment adviser for a separately managed account (the “Account”), which owns 2,410,947
shares of the Issuer’s Common Stock. Dr. Kolchinsky is the manager of Capital. As the investment adviser to the Fund and
the Account, Capital may be deemed a beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the
“Act”), of any securities of the Issuer owned by the Fund or the Account. As the manager of Capital, Dr. Kolchinsky
may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned
by Capital. Capital and Dr. Kolchinsky disclaim beneficial ownership of the securities reported in this Schedule 13G Statement
(the “Statement”) other than for the purpose of determining their obligations under Section 13(d) of the Act, and the
filing of the Statement shall not be deemed an admission that either Capital or Dr. Kolchinsky is or was the beneficial owner of
such securities for any other purpose.
(b)
Address
of Principal Business Office:
The principal business office of the Reporting Persons is c/o RA Capital Management, LLC, 20
Park Plaza, Suite 1200, Boston, MA 02116.
(c)
Citizenship:
Capital is a Massachusetts limited liability company. Dr. Kolchinsky is a United States citizen.
(d)
Title
and Class of Securities:
Common stock (“Common Stock”)
(e)
CUSIP
Number:
09058V103
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
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(e) RA Capital Management LLC is a registered investment
adviser and is filing this statement in accordance with §240.13d-1(b)(1)(ii)(E);
(g) Peter Kolchinsky is a control person and is filing this
statement in accordance with §240.13d-1(b)(1)(ii)(G).
Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a)
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Amount Beneficially Owned:
See the response(s) to Item 9 on the attached cover
page(s).
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(b)
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Percent of Class:
See the response(s) to Item 11 on the attached cover page(s).
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote:
See the response(s) to Item 5 on the attached cover page(s).
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(ii)
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shared power to vote or to direct the vote
See the response(s) to Item 6 on the attached cover page(s).
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(iii)
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sole power to dispose or to direct the disposition of
See the response(s) to Item 7 on the attached cover page(s).
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(iv)
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shared power to dispose or to direct the disposition of
See the response(s) to Item 8 on the attached cover page(s).
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Item 5.
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Ownership of Five Percent or Less of a Class:
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
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Not applicable.
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Item 8.
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Identification and Classification of Members of the
Group:
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Not applicable.
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Item 9.
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Notice of Dissolution of Group:
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Not applicable.
By signing below I hereby 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.
Exhibits
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1
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Joint Filing Agreement by and among the Reporting Persons is incorporated herein by reference to Exhibit 1 to the Schedule
13G filed by the Reporting Persons with the Securities and Exchange Commission on February 14, 2018.
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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.
Date:
August
6
, 2018
RA CAPITAL MANAGEMENT, LLC
By: /s/ Peter Kolchinsky
-------------------------------------------------
Peter Kolchinsky
Authorized Signatory
PETER KOLCHINSKY
/s/ Peter Kolchinsky
-------------------------------------------------
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