Item 1. Security and Issuer
This Amendment No. 3 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the
“SEC”) by the Reporting Persons on November 27, 2020, Amendment No. 1 thereto filed with the SEC by the Reporting Persons on December 23, 2020 and Amendment No. 2 thereto filed with the SEC by the Reporting Persons on
March 31, 2021 (together, the “Schedule 13D”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D. Except as expressly set forth herein, there have been no changes to the information
set forth in the Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) and (b) The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.
On September 13, 2021, the Issuer entered into an agreement for an underwritten secondary public offering (the “Secondary
Offering”) by certain existing stockholders of the Issuer, including the Reporting Persons (the “Selling Stockholders”), of 4,250,000 Common Shares and a 30-day option granted to the underwriter
to purchase up to an additional 637,500 Common Shares from the Selling Stockholders, at a price to the public of $35.00 per share. On September 16, 2021, the sale of 4,250,000 Common Shares by the Selling Stockholders was completed.
The Reporting Persons sold an aggregate amount of 1,095,612 Common Shares in the Secondary Offering at a price (net of underwriting fees) of
$34.62 per share of Common Stock. Specifically, Saratoga sold 449,713 Common Shares, QVT Family Office Onshore LP sold 90,889 Common Shares, and FF Fund sold 555,010 Common Shares.
The percentage of Common Shares outstanding reported herein is based on 177,757,669 shares outstanding as of September 10, 2021, as set
forth in the Issuer’s Prospectus Supplement on Form 424B5, filed with the Securities and Exchange Commission on September 15, 2021.
QVT Financial is the investment manager of Saratoga and QVT Family Office Onshore LP and it provides certain investment advisory services for
FF Fund. QVT Financial has the power to direct the vote and disposition of the Common Shares held by Saratoga and QVT Family Office Onshore LP and may be deemed to beneficially own the Common Shares held by FF Fund, though it disclaims the power to
direct the vote and disposition of FF Fund’s Common Shares. Aggregately, QVT Financial may be deemed to be the beneficial owner of 20,128,393 Common Shares, consisting of the Common Shares owned by Saratoga, QVT Family Office Onshore LP and FF
Fund.
QVT Financial GP LLC, as general partner of QVT Financial, may be deemed to beneficially own the same number of Common Shares
reported by QVT Financial. Fourth GP, as general partner of FF Fund, may be deemed to beneficially own the aggregate number of Common Shares owned by FF Fund, and accordingly, Fourth GP may be deemed to be the beneficial owner of an aggregate amount
of 10,196,549 Common Shares.
Each of the Covered Persons disclaims beneficial ownership of the Common Shares owned by the Reporting
Persons.
(c) The reported share amounts for the Reporting Persons reflect amounts as of the date hereof. Except as set forth in Item 5 (a)
and (b) of this Amendment No. 3, no transactions in the Common Shares were effected by the Reporting Persons during the past sixty days.
(d) Not applicable.
(e) Saratoga
ceased to be the beneficial owner of more than five percent of the class of securities on September 16, 2021.
Item 6. Contracts,
Arrangements, Understanding or Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended and supplemented
as follows:
In connection with the Secondary Offering, the Reporting Persons, along with other selling stockholders, entered into a lock-up agreement with the underwriters of the Secondary Offering pursuant to which the selling stockholders agreed to be subject to a lockup for a period lasting 30 days from the date of the underwriting agreement
dated September 13, 2021, subject to certain exceptions.
Item 7. Material to Be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
Form of Lock-Up Agreement (incorporated by reference to Exhibit A of the Underwriting Agreement filed as Exhibit 1.1 to
the Issuer’s current report on Form 8-K, filed with the Securities and Exchange Commission on September 16, 2021)
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