Amended Statement of Beneficial Ownership (sc 13d/a)
July 12 2019 - 4:58PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
AMENDMENT NO. 6*
Arbutus Biopharma Corporation
|
(Name of Issuer)
|
|
Common Shares, no par value
|
(Title of Class of Securities)
|
|
03879J100
|
(CUSIP Number)
|
|
Andrew Genser
General Counsel
55 Railroad Avenue
Greenwich, Connecticut 06830
203-863-7050
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
|
July 10, 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.
(Continued on following
pages)
(Page
1 of 16 Pages)
* 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. 03879J100
|
13D
|
Page 2 of 16 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
Viking Global Investors LP
|
|
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)
OO (See Item 3)
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
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)
0%*
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
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|
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CUSIP No. 03879J100
|
13D
|
Page 3 of 16 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
Viking Global Performance LLC
|
|
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)
OO (See Item 3)
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
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)
0%*
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
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CUSIP No. 03879J100
|
13D
|
Page 4 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
Viking Global Equities LP
|
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)
OO (See Item 3)
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
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)
0%*
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
|
|
|
|
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|
|
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CUSIP No. 03879J100
|
13D
|
Page 5 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
Viking Global Equities II LP
|
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)
OO (See Item 3)
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
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)
0%*
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
|
|
|
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CUSIP No. 03879J100
|
13D
|
Page 6 of 16 Pages
|
|
|
1
|
NAMES OF REPORTING PERSONS
VGE III Portfolio Ltd.
|
|
|
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)
OO (See Item 3)
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
☐
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
0
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
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)
0%*
|
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
|
|
|
|
|
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CUSIP No. 03879J100
|
13D
|
Page 6 of 16 Pages
|
|
|
1
|
NAMES OF REPORTING PERSONS
Viking Global Equities Master Ltd.
|
|
|
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)
OO (See Item 3)
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
☐
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
0
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
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)
0%*
|
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
|
|
|
|
|
|
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CUSIP No. 03879J100
|
13D
|
Page 7 of 16 Pages
|
|
|
1
|
NAMES OF REPORTING PERSONS
Viking Long Fund GP LLC
|
|
|
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)
OO (See Item 3)
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
☐
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
0
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
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)
0%*
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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CUSIP No. 03879J100
|
13D
|
Page 8 of 16 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
Viking Long Fund Master Ltd.
|
|
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)
OO (See Item 3)
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
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)
0%*
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
|
|
|
|
|
|
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CUSIP No. 03879J100
|
13D
|
Page 9 of 16 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
Viking Global Opportunities GP LLC
|
|
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)
OO (See Item 3)
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
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)
0%*
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
CUSIP No. 03879J100
|
13D
|
Page 10 of 16 Pages
|
|
|
1
|
NAMES OF REPORTING PERSONS
Viking Global Opportunities Portfolio GP LLC
|
|
|
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)
OO (See Item 3)
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
☐
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
0
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
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)
0%*
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
|
|
|
|
|
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CUSIP No. 03879J100
|
13D
|
Page 11 of 16 Pages
|
|
|
1
|
NAMES OF REPORTING PERSONS
Viking Global Opportunities Illiquid Investments Sub-Master LP
|
|
|
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)
OO (See Item 3)
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
☐
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
0
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
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)
0%*
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
|
|
|
|
|
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CUSIP No. 03879J100
|
13D
|
Page 12 of 16 Pages
|
|
|
1
|
NAMES OF REPORTING PERSONS
O. Andreas Halvorsen
|
|
|
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)
OO (See Item 3)
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
☐
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Norway
|
|
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
0
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
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)
0%*
|
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
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CUSIP No. 03879J100
|
13D
|
Page 13 of 16 Pages
|
|
|
1
|
NAMES OF REPORTING PERSONS
David C. Ott
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
☐
(b)
☐
|
|
|
|
|
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
OO (See Item 3)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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|
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%*
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 03879J100
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13D
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Page 14 of 16 Pages
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1
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NAMES OF REPORTING PERSONS
Rose S. Shabet
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
☐
(b)
☐
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3
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SEC USE ONLY
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4
|
SOURCE OF FUNDS (see instructions)
OO (See Item 3)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
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☐
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
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10
|
SHARED DISPOSITIVE POWER
0
|
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11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
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13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%*
|
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14
|
TYPE OF REPORTING PERSON
IN
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EXPLANATORY NOTE
Pursuant to Rule 13d-2
of the Securities Exchange Act of 1934, as amended, this Amendment No. 6 to the Schedule 13D amends certain items of the Schedule
13D filed with the Securities and Exchange Commission (the “
SEC
”) on June 13, 2016 (the “
Schedule 13D
”)
relating to the Common Shares, no par value (the “
Common Shares
”), of Arbutus Biopharma Corporation (the “
Issuer
”).
This Amendment No. 6 to the Schedule 13D constitutes an exit filing for the Reporting Persons. Due to changes in the internal governance
of Roivant Sciences Ltd. (“
Roivant
”) relating to Roivant’s dispositive power over the Common Shares, the
Reporting Persons are no longer deemed to beneficially own the Common Shares directly owned by Roivant. Roivant’s ownership
of the Issuer’s Common Shares remains unchanged and this filing is not being made as a result of the purchase or sale of
Common Shares of the Issuer by any party, including the Reporting Persons. All capitalized terms contained herein but not otherwise
defined shall have the meanings ascribed to such terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other
Consideration
The information set forth in the Explanatory
Note is hereby incorporated herein by reference.
Item 4. Purpose of Transaction
The information set forth in the Explanatory
Note is hereby incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
The information set forth in the Explanatory
Note is hereby incorporated herein by reference.
Item 5(a) of the Schedule 13D is hereby amended
and restated as follows:
“On July 10, 2019, the board of directors
of Roivant adopted changes to Roivant’s internal governance concerning the disposition of the Common Shares and other matters
relating to oversight of Roivant’s business and governance. Following the amendments adopted on July 10, 2019, disposition
of the Common Shares requires either the approval of a majority of Roivant’s board, including (i) at least two directors meeting
certain independence criteria (each, an “
Independent Director
” and, collectively, the “
Independent
Directors
”) or, (ii) if there is only one Independent Director, that sole Independent Director. Andrew Lo and Patrick
Machado are currently Independent Directors of Roivant. However, the vote of a majority of Roivant’s shareholders holding
5% or more of Roivant’s shares (other than Vivek Ramaswamy) may override certain decisions of Roivant’s board of directors,
including with respect to dispositions of Common Shares. As a result of these changes, the Reporting Persons and other major shareholders
of Roivant no longer have the individual right to veto dispositive decisions of Roivant’s board of directors regarding disposition
of the Common Shares, and so have ceased to have beneficial ownership of the Common Shares directly owned by Roivant.”
Item 5(e) of the Schedule 13D is hereby amended
and restated as follows:
“On July 10, 2019, each of the Reporting
Persons ceased to the beneficial owner of more than five percent of the Common Shares.”
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
The information set forth in the Explanatory
Note is hereby incorporated herein by reference.
SIGNATURE
After reasonable inquiry and to
the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: July 12, 2019
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By:
/s/ O. Andreas Halvorsen
|
|
By: O. Andreas Halvorsen - individually and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES LP, VIKING GLOBAL EQUITIES II LP, VGE III PORTFOLIO LTD. and VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of Viking Global Partners LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf of itself and VIKING LONG FUND MASTER LTD., and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP
|
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By:
/s/ David C. Ott
|
|
By: David C. Ott - individually and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES LP, VIKING GLOBAL EQUITIES II LP, VGE III PORTFOLIO LTD. and VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of Viking Global Partners LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf of itself and VIKING LONG FUND MASTER LTD., and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP
|
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By:
/s/ Rose S. Shabet
|
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By: Rose S. Shabet - individually and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES LP, VIKING GLOBAL EQUITIES II LP, VGE III PORTFOLIO LTD. and VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of Viking Global Partners LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf of itself and VIKING LONG FUND MASTER LTD., and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP
|
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