Amended Statement of Beneficial Ownership (sc 13d/a)

Date : 02/14/2020 @ 10:54PM
Source : Edgar (US Regulatory)
Stock : Aileron Therapeutics Inc (ALRN)
Quote : 0.313301  -0.002099 (-0.67%) @ 11:33PM
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Amended Statement of Beneficial Ownership (sc 13d/a)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

(Amendment No. 2)*

 

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

 

AILERON THERAPEUTICS, INC. 

(Name of Issuer)

 

Common Stock, Par Value $0.001

(Title of Class of Securities)

 

00887A 10 5 

(CUSIP Number)

 

Victoria A. Whyte

GlaxoSmithKline plc

980 Great West Road

Brentford, Middlesex TW8 9GS

England

Telephone: +44 (0)208 047 5000

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

 

May 28, 2019

(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.

 

* 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. 

 

 

 

 

Cusip No. 00887A 10 5 13D/A2 Page 2 of 7

 

         
1.   NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

GlaxoSmithKline plc
   
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
England and Wales
   
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
  7.   SOLE VOTING POWER
 
504,926
  8.   SHARED VOTING POWER
 
-0-
  9.   SOLE DISPOSITIVE POWER
 
504,926
  10.   SHARED DISPOSITIVE POWER
 
-0-
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

504,926 shares of Common Stock (1)
   
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)

1.8% of the shares of Common Stock (2)
   
14.   TYPE OF REPORTING PERSON (see instructions)

CO
   

Footnotes:

(1)          Common Stock are held directly by S.R. One, Limited (“SR One”), an indirect, wholly-owned subsidiary of the Reporting Person.

(2)          Based upon 27,810,358 of the Issuer’s Common Stock outstanding as of Nov 5, 2019, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter period ending September 30, 2019, filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2019.

 

 

 

Cusip No. 00887A 10 5 13D/A2 Page 3 of 7

 

 

Item 1.  Security and Issuer.

 

This Amendment No. 2 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on July 10, 2017 (as amended by Amendment No. 1 filed on July 11, 2017, the “Schedule 13D”, and as amended by this Amendment No. 2, the “Statement”) with respect to the shares of common stock, par value $0.001 per share (the “Common Stock”), of Aileron Therapeutics, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 490 Arsenal Way, Watertown, MA 02472. This Amendment No. 2 is filed to disclose (1) changes to beneficial ownership as a result of the disposition of shares of Common Stock by the Reporting Person and an increase in the outstanding shares of Common Stock of the Issuer as well as (2) that the Reporting Person has ceased to be the beneficial owner of more than five percent of the Common Stock. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.

 

Item 2.  Identity and Background.

 

The response set forth in Item 2 of the Schedule 13D is hereby amended by deleting Schedule 1 in its entirety and replacing it with Schedule 1 attached.

 

Item 5.  Interest in Securities of the Issuer.

 

The response set forth in Item 5 of the Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing it with the following:

 

(a), (b) The information contained in rows 7, 8, 9, 10, 11, and 13 on each of the cover pages of this Statement is incorporated by reference in its entirety into this Item 5.

 

(c) From May 28, 2019 to June 5, 2019 S.R. One disposed an aggregate amount of 926,593 shares of Common Stock as follows:

 

Date of
Transaction
Number of shares
disposed of
Sale price per share
28-May-2019 27,393  $1.0200
04-Jun-2019 254,000  $0.9627
04-Jun-2019 246,000  $0.9627
05-Jun-2019 2,300  $0.9699
05-Jun-2019 396,900  $0.9699

 

Each disposition listed above was made in an open market transaction through a broker on the Nasdaq Global Market

 

(d) No person, other than GlaxoSmithKline plc, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by GlaxoSmithKline plc.

 

(e) The Reporting Person has ceased to be the beneficial owner of more than five percent of the Common Stock on June 4, 2019. Therefore, this is the final amendment to the Statement and an exit filing for the Reporting Person.

 

 

 

 

Cusip No. 00887A 10 5 13D/A2 Page 4 of 7

 

 

 

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: February 14, 2020

   
  GLAXOSMITHKLINE PLC
   
  By: /s/ Victoria A. Whyte  
  Name: Victoria A. Whyte
Title: Authorized Signatory

 

 

 

 

Cusip No. 00887A 10 5 13D/A2 Page 5 of 7

 

SCHEDULE 1

 

Name 

Business Address 

Principal Occupation or Employment 

Citizenship 

Board of Directors      
Emma Walmsley 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Executive Director and Chief Executive Officer British
Manvinder Singh Banga 980 Great West Road
Brentford
Middlesex, England
TW8 9GS

Company Director

 

British & Indian

 

Dr. Hal Barron

269 E. Grand Avenue,

South San Francisco,

CA 94080

 

Chief Scientific Officer & President, R&D US
Dr. Vivienne Cox 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director British
Lynn Elsenhans 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director US
Dr. Jesse Goodman 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director US
Dr. Laurie Glimcher 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director US
Judy Lewent 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director

US

 

Iain MacKay 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Executive Director & Chief Financial Officer British

Urs Rohner

 

980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director Swiss

 

 

 

 

Cusip No. 00887A 10 5 13D/A2 Page 6 of 7

 

Name 

Business Address 

Principal Occupation or Employment 

Citizenship 

Jonathan Symonds 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Chairman and Company Director British

 

Corporate Executive Team      
Emma Walmsley 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Executive Director and Chief Executive Officer British
Dr. Hal Barron

269 E. Grand Avenue,

South San Francisco,

CA 94080

Chief Scientific Officer & President, R&D

 

US
Roger Connor 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
President, Global Vaccines Irish
Diana Conrad 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Senior Vice President, Human Resoures Canadian
James Ford 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Senior Vice President & General Counsel British & US
Nick Hirons 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Senior Vice President, Global Ethics and Compliance British & US
Sally Jackson 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Senior Vice President, Global Communications and CEO Office British
Iain MacKay 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Executive Director & Chief Financial Officer British
Brian McNamara 184 Liberty Corner Road
Warren
NJ, 07059
Chief Executive Officer, GSK Consumer Healthcare US

 

 

 

 

Cusip No. 00887A 10 5 13D/A2 Page 7 of 7

 

Luke Miels

 

980 Great West Road
Brentford
Middlesex, England
TW8 9GS
President, Global Pharmaceuticals Australian
David Redfern 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Chief Strategy Officer British
Regis Simard 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
President Pharmaceutical Supply Chain French & British
       
Karenann Terrell 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Chief Digital and Technology Officer Canadian
Philip Thomson 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
President, Global Affairs British
Deborah Waterhouse 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Chief Executive Officer of ViiV Healthcare British

 

 

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