Amended Statement of Beneficial Ownership (sc 13d/a)
February 14 2019 - 11:58AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF
1934
(Amendment No. 2)*
|
BioAmber Inc.
|
|
(Name of Issuer)
|
|
|
|
Common Stock, par value $0.01
|
|
(Title of Class of Securities)
|
|
|
|
09072Q 106
|
|
(CUSIP Number)
|
Christophe Blanche
Sofinnova Partners
Immeuble le Centorial
16-18 rue du 4 Septembre
75002 Paris
France
(+33) 1 53 05 41 04
|
(Name, Address and Telephone Number of Person
|
|
Authorized to Receive Notices and Communications)
|
|
|
|
December 31, 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 Rule 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. 09072Q 106
|
Page 2 of 11
|
|
1.
|
Name of Reporting Persons
Sofinnova Capital VI FCPR (“SC VI”)
EIN: 98-0583711
|
|
2.
|
Check the Appropriate Box if a Member of a Group (see instructions)
(a)
(b)
|
¨
x
|
|
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
France
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
3,294,037 shares, except that
Sofinnova Partners SAS, a French corporation (“SP SAS”), the management company of SC VI, may be deemed to have sole
voting power, and Denis Lucquin (“Lucquin”), Antoine Papiernik (“Papiernik”), Monique Saulnier (“Saulnier”),
Henrijette Richter (“Richter”), and Graziano Seghezzi (“Seghezzi”), the managing partners of SP SAS, may
be deemed to have shared power to vote these shares.
|
|
8.
|
Shared
Voting Power
See row 7.
|
|
9.
|
Sole
Dispositive Power
3,294,037 shares, except that
SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Lucquin, Papiernik, Saulnier,
Richter, and Seghezzi, the managing partners of SP SAS, may be deemed to have shared power to dispose of these shares.
|
|
10.
|
Shared
Dispositive Power
See row 9.
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,294,037
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨
|
|
13.
|
Percent of Class Represented by Amount in Row 11
2.5%
|
|
14.
|
Type of Reporting Person (see instructions)
00
|
|
CUSIP No. 09072Q 106
|
Page 3 of 11
|
|
1.
|
Name of Reporting Persons
Sofinnova Partners SAS, a French corporation (“SP SAS”)
|
|
2.
|
Check the Appropriate Box if a Member of a Group (see instructions)
(a)
(b)
|
¨
x
|
|
3.
|
SEC USE ONLY
|
|
4.
|
Source of Funds (see instructions)
00
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
|
6.
|
Citizenship or Place of Organization
France
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
3,294,037 shares, of which 3,294,037
shares are owned directly by SC VI. SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Lucquin,
Papiernik, Saulnier, Richter, and Seghezzi, the managing partners of SP SAS, may be deemed to have shared power to vote these shares.
|
|
8.
|
Shared
Voting Power
See row 7.
|
|
9.
|
Sole
Dispositive Power
3,294,037 shares, except that
SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Lucquin, Papiernik, Saulnier,
Richter, and Seghezzi, the managing partners of SP SAS, may be deemed to have shared power to dispose of these shares.
|
|
10.
|
Shared
Dispositive Power
See row 9.
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,294,037
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨
|
|
13.
|
Percent of Class Represented by Amount in Row 11
2.5%
|
|
14.
|
Type of Reporting Person (see instructions)
00
|
|
CUSIP No. 09072Q 106
|
Page 4 of 11
|
|
1.
|
Name of Reporting Persons
Denis Lucquin (“Lucquin”)
|
|
2.
|
Check the Appropriate Box if a Member of a Group (see instructions)
(a)
(b)
|
¨
x
|
|
3.
|
SEC USE ONLY
|
|
4.
|
Source of Funds (see instructions)
00
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
|
6.
|
Citizenship or Place of Organization
French Citizen
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
0
|
|
8.
|
Shared
Voting Power
3,294,037 shares, of which
3,294,037 shares are owned directly by SC VI. SP SAS, the management company of SC VI, may be deemed to have sole voting power,
and Lucquin, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.
|
|
9.
|
Sole
Dispositive Power
0
|
|
10.
|
Shared
Dispositive Power
3,294,037 shares, of which
3,294,037 shares are owned directly by SC VI. SP SAS, the management company of SC VI, may be deemed to have power to dispose of
these shares, and Lucquin, a managing partner of SP SAS, may be deemed to have shared power to dispose of these shares.
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,294,037
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨
|
|
13.
|
Percent of Class Represented by Amount in Row 11
2.5%
|
|
14.
|
Type of Reporting Person (see instructions)
IN
|
|
CUSIP No. 09072Q 106
|
Page 5 of 11
|
|
1.
|
Name of Reporting Persons
Antoine Papiernik (“Papiernik”)
|
|
2.
|
Check the Appropriate Box if a Member of a Group (see instructions)
(a)
(b)
|
¨
x
|
|
3.
|
SEC USE ONLY
|
|
4.
|
Source of Funds (see instructions)
00
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
|
6.
|
Citizenship or Place of Organization
French Citizen
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
0
|
|
8.
|
Shared
Voting Power
3,294,037 shares, of which
3,294,037 shares are owned directly by SC VI. SP SAS, the management company of SC VI, may be deemed to have sole voting power,
and Papiernik, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.
|
|
9.
|
Sole
Dispositive Power
0
|
|
10.
|
Shared
Dispositive Power
3,294,037 shares, of which
3,294,037 shares are owned directly by SC VI. SP SAS, the management company of SC VI, may be deemed to have power to dispose of
these shares, and Papiernik, a managing partner of SP SAS, may be deemed to have shared power to dispose of these shares.
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,294,037
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨
|
|
13.
|
Percent of Class Represented by Amount in Row 11
2.5%
|
|
14.
|
Type of Reporting Person (see instructions)
IN
|
|
CUSIP No. 09072Q 106
|
Page 6 of 11
|
|
1.
|
Name of Reporting Persons
Monique Saulnier (“Saulnier”)
|
|
2.
|
Check the Appropriate Box if a Member of a Group (see instructions)
(a)
(b)
|
¨
x
|
|
3.
|
SEC USE ONLY
|
|
4.
|
Source of Funds (see instructions)
00
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
|
6.
|
Citizenship or Place of Organization
French Citizen
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
0
|
|
8.
|
Shared
Voting Power
3,294,037 shares, of which
3,294,037 shares are owned directly by SC VI. SP SAS, the management company of SC VI, may be deemed to have sole voting power,
and Saulnier, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.
|
|
9.
|
Sole
Dispositive Power
0
|
|
10.
|
Shared
Dispositive Power
3,294,037 shares, of which
3,294,037 shares are owned directly by SC VI. SP SAS, the management company of SC VI, may be deemed to have power to dispose of
these shares, and Saulnier, a managing partner of SP SAS, may be deemed to have shared power to dispose of these shares.
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,294,037
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨
|
|
13.
|
Percent of Class Represented by Amount in Row 11
2.5%
|
|
14.
|
Type of Reporting Person (see instructions)
IN
|
|
CUSIP No. 09072Q 106
|
Page 7 of 11
|
|
1.
|
Name of Reporting Persons
Henrijette Richter (“Richter”)
|
|
2.
|
Check the Appropriate Box if a Member of a Group (see instructions)
(a)
(b)
|
¨
x
|
|
3.
|
SEC USE ONLY
|
|
4.
|
Source of Funds (see instructions)
00
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
|
6.
|
Citizenship or Place of Organization
Danish Citizen
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
0
|
|
8.
|
Shared
Voting Power
3,294,037 shares, of which
3,294,037 shares are owned directly by SC VI. SP SAS, the management company of SC VI, may be deemed to have sole voting power,
and Richter, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.
|
|
9.
|
Sole
Dispositive Power
0
|
|
10.
|
Shared
Dispositive Power
3,294,037 shares, of which
3,294,037 shares are owned directly by SC VI. SP SAS, the management company of SC VI, may be deemed to have power to dispose of
these shares, and Richter, a managing partner of SP SAS, may be deemed to have shared power to dispose of these shares.
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,294,037
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨
|
|
13.
|
Percent of Class Represented by Amount in Row 11
2.5%
|
|
14.
|
Type of Reporting Person (see instructions)
IN
|
|
CUSIP No. 09072Q 106
|
Page 8 of 11
|
|
1.
|
Name of Reporting Persons
Graziano Seghezzi (“Seghezzi”)
|
|
2.
|
Check the Appropriate Box if a Member of a Group (see instructions)
(a)
(b)
|
¨
x
|
|
3.
|
SEC USE ONLY
|
|
4.
|
Source of Funds (see instructions)
00
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
|
6.
|
Citizenship or Place of Organization
Italian Citizen
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
0
|
|
8.
|
Shared
Voting Power
3,294,037 shares, of which
3,294,037 shares are owned directly by SC VI. SP SAS, the management company of SC VI, may be deemed to have sole voting power,
and Seghezzi, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.
|
|
9.
|
Sole
Dispositive Power
0
|
|
10.
|
Shared
Dispositive Power
3,294,037 shares, of which
3,294,037 shares are owned directly by SC VI. SP SAS, the management company of SC VI, may be deemed to have power to dispose of
these shares, and Seghezzi, a managing partner of SP SAS, may be deemed to have shared power to dispose of these shares.
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,294,037
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨
|
|
13.
|
Percent of Class Represented by Amount in Row 11
2.5%
|
|
14.
|
Type of Reporting Person (see instructions)
IN
|
|
CUSIP No. 09072Q 106
|
Page 9 of 11
|
This Amendment No. 2 (“Amendment
No. 2”) amends and supplements the Schedule 13D (the “Schedule 13D”) filed with the Securities and Exchange Commission
(the “SEC”) by SC IV, SP SAS, and Denis Lucquin (“Lucquin”), Antoine Papiernik (“Papiernik”),
Monique Saulnier (“Saulnier”), the managing partners of SP SAS (collectively, the “Listed Persons” and
together with SC IV and SP SAS, the “Filing Persons”) on May 21, 2013. Rafaèle Tordjman ceased to be a managing
partner of SP SAS on February 28, 2017, and is not a Listed Person on this Amendment No. 2.
Graziano
Seghezzi (“Seghezzi”) and Henrijette Richter (“Richter”) became managing partners of SP SAS and each is
included as a Listed Person on this Amendment No. 2.
Except as specifically provided herein, this Amendment No. 2 does not
modify any of the information previously reported in the Schedule 13D, as amended. The sole purpose of this Amendment No. 2 is
to report that the Filing Persons own less than a 5% interest in the issuer solely due to an increase in the total outstanding
ordinary shares of the issuer.
Item 5. Interest in Securities of the Issuer.
|
|
(e)
|
The Filing Persons ceased to be the beneficial owner of more than 5% of the class of securities on March 27, 2018.
|
|
CUSIP No. 09072Q 106
|
Page 10 of 11
|
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.
Dated: February 13, 2019
|
SOFINNOVA CAPITAL VI FCPR
|
|
|
|
|
|
|
|
|
By:
|
SOFINNOVA PARTNERS SAS
|
|
|
|
Its:
|
Management Company
|
|
/s/ Denis Lucquin
|
|
|
|
|
Denis Lucquin
|
|
By:
|
/s/ Monique Saulnier
|
|
|
|
|
Name: Monique Saulnier
|
|
/s/ Antoine Papiernik
|
|
|
Title: Managing Director and CFO
|
|
Antoine Papiernik
|
|
|
|
|
|
|
SOFINNOVA PARTNERS SAS
|
|
/s/ Henrijette Richter
|
|
|
|
|
Henrijette Richter
|
|
By:
|
/s/ Monique Saulnier
|
|
|
|
|
Name: Monique Saulnier
|
|
/s/ Monique Saulnier
|
|
|
Title: Managing Director and CFO
|
|
Monique Saulnier
|
|
|
|
|
|
|
|
|
|
/s/ Graziano Seghezzi
|
|
|
|
|
Graziano Seghezzi
|
|
CUSIP No. 09072Q 106
|
Page 11 of 11
|
EXHIBIT A
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement
on Schedule 13G (including amendments thereto) with respect to the common stock of ProQR Therapeutics N.V. and further agree that
this agreement be included as an exhibit to such filing. Each party to this agreement expressly authorizes each other party to
file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement
may be signed in counterparts.
In evidence whereof, the undersigned have
caused this Agreement to be executed on their behalf this 13
th
day of February, 2019.
|
SOFINNOVA CAPITAL VI FCPR
|
|
|
|
|
|
|
|
|
By:
|
SOFINNOVA PARTNERS SAS
|
|
|
|
Its:
|
Management Company
|
|
/s/ Denis Lucquin
|
|
|
|
|
Denis Lucquin
|
|
By:
|
/s/ Monique Saulnier
|
|
|
|
|
Name: Monique Saulnier
|
|
/s/ Antoine Papiernik
|
|
|
Title: Managing Director and CFO
|
|
Antoine Papiernik
|
|
|
|
|
|
|
SOFINNOVA PARTNERS SAS
|
|
/s/ Henrijette Richter
|
|
|
|
|
Henrijette Richter
|
|
By:
|
/s/ Monique Saulnier
|
|
|
|
|
Name: Monique Saulnier
|
|
/s/ Monique Saulnier
|
|
|
Title: SManaging Director and CFO
|
|
Monique Saulnier
|
|
|
|
|
|
|
|
|
|
/s/ Graziano Seghezzi
|
|
|
|
|
Graziano Seghezzi
|