CUSIP No. 212326102
1
|
NAMES OF REPORTING PERSONS
Baker Bros. Advisors LP
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
5,553,599 (1)
|
6
|
SHARED
VOTING POWER
-0-
|
7
|
SOLE
DISPOSITIVE POWER
5,553,599 (1)
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,553,599 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.5% (1)(2)
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IA, PN
|
|
(1)
|
Includes 5,553,599 shares of common stock (“Common Stock”) of ContraFect Corporation (the “Issuer”)
underlying Warrants (as defined below) that are subject to the limitations on exercise described in Item 4.
|
|
(2)
|
Based on 153,320,667 shares of Common Stock outstanding as of December 31, 2019, as reported in the Issuer’s Proxy filed
with the Securities and Exchange Commission (“SEC”) on January 6, 2020.
|
CUSIP No. 212326102
1
|
NAMES OF REPORTING PERSONS
Baker Bros. Advisors (GP) LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
5,553,599 (1)
|
6
|
SHARED
VOTING POWER
-0-
|
7
|
SOLE
DISPOSITIVE POWER
5,553,599 (1)
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORING PERSON
5,553,599 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.5% (1)(2)
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
HC, OO
|
|
(1)
|
Includes 5,553,599 shares of Common Stock underlying Warrants (as defined below) that are subject to the limitations on exercise
described in Item 4.
|
|
(2)
|
Based on 153,320,667 shares of Common Stock outstanding as of December 31, 2019, as reported in the Issuer’s Proxy filed
with the SEC on January 6, 2020.
|
CUSIP No. 212326102
1
|
NAMES OF REPORTING PERSONS
Felix J. Baker
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
5,553,599 (1)
|
6
|
SHARED
VOTING POWER
-0-
|
7
|
SOLE
DISPOSITIVE POWER
5,553,599 (1)
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,553,599 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.5% (1)(2)
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN, HC
|
|
(1)
|
Includes 5,553,599 shares of Common Stock underlying Warrants (as defined below) that are subject to the limitations on exercise
described in Item 4.
|
|
(2)
|
Based on 153,320,667 shares of Common Stock outstanding as of December 31, 2019, as reported in the Issuer’s Proxy filed
with the SEC on January 6, 2020.
|
CUSIP
No. 212326102
1
|
NAMES OF REPORTING PERSONS
Julian
C. Baker
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
5,553,599 (1)
|
6
|
SHARED
VOTING POWER
-0-
|
7
|
SOLE
DISPOSITIVE POWER
5,553,599 (1)
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,553,599 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.5% (1)(2)
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN, HC
|
|
(1)
|
Includes 5,553,599 shares of Common Stock underlying Warrants (as defined below) that are subject to the limitations on exercise
described in Item 4.
|
|
(2)
|
Based on 153,320,667 shares of Common Stock outstanding as of December 31, 2019, as reported in the Issuer’s Proxy filed
with the SEC on January 6, 2020.
|
Amendment
No.3 to Schedule 13G
This Amendment No. 3 to Schedule
13G amends the previously filed Schedule 13G filed by Baker Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors
(GP) LLC (the “Adviser GP”), Julian C. Baker and Felix J. Baker (collectively, the “Reporting Persons”).
Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect.
|
Item 1(a)
|
Name of Issuer:
|
ContraFect Corporation (the “Issuer”)
|
Item 1(b)
|
Address of Issuer’s Principal Executive Offices:
|
28 Wells Avenue, 3rd Floor
Yonkers, New York 10701
|
Item 2(a)
|
Name of Person Filing:
|
This Schedule 13G is being filed jointly by the Reporting Persons.
|
Item 2(b)
|
Address of Principal Business Office or, if None, Residence:
|
The
business address of each of the Reporting Persons is:
c/o
Baker Bros. Advisors LP
860
Washington Street, 3rd Floor
New
York, NY 10014
(212) 339-5690
The Adviser is a limited
partnership organized under the laws of the State of Delaware. The Adviser GP is a limited liability company organized under the
laws of the State of Delaware. The citizenship of each of Julian C. Baker and Felix J. Baker is the United States of America.
|
Item 2(d)
|
Title of Class of Securities
|
Common Stock, $0.0001 par value per share (“Common Stock”)
212326102
|
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(b) or (c), check whether the person filing is a:
|
|
|
|
|
|
(a) ¨ Broker or dealer
registered under Section 15 of the Exchange Act.
|
|
|
|
|
|
(b) ¨ Bank as defined
in section 3(a)(6) of the Exchange Act.
|
|
|
|
|
|
(c) ¨ Insurance company
as defined in section 3(a)(19) of the Exchange Act.
|
|
|
|
|
|
(d) ¨ Investment
company registered under section 8 of the Investment Company Act of 1940.
|
|
|
|
|
|
(e) x An investment
adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
|
|
|
|
|
|
(f) ¨ An employee
benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
|
|
|
|
|
|
(g) x A parent holding
company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
|
|
|
|
|
|
(h) ¨ A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
|
|
|
|
(i) ¨ A church plan
that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.
|
|
|
|
|
|
(j) ¨ Group, in accordance
with Rule 13d-1(b)(1)(ii)(J).
|
Items 5 through 9 and 11 of each of the cover pages to this
Amendment No. 3 are incorporated herein reference. Set forth below is the aggregate number of shares of Common Stock of the Issuer
that may be acquired by each of the 667, L.P. and Baker Brothers Life Sciences, L.P. (collectively the “Funds”), which
may be deemed to be indirectly beneficially owned by the Reporting Persons, as well as shares of Common Stock that may be acquired
upon exercise of the warrants expiring July 27, 2021 (“2021 Warrants”) at an exercise price of $3.00 per share and
shares of Common Stock that may be acquired upon exercise of the warrants expiring July 25, 2022 (“2022 Warrants”,
along with 2021 Warrants, the “Warrants”) at an exercise price of $1.55 per share, subject to the limitation on exercise
described below. The 2022 Warrants are exercisable on a 2 for 1 basis into Common Stock. The information set forth below is based
upon 153,320,667 shares of Common Stock outstanding as of December 31, 2019, as reported on the Issuer’s Proxy filed with
the Securities and Exchange Commission (“SEC”) on January 6, 2020 and 5,553,599 shares of Common Stock underlying Warrants.
Such percentage figures are calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
Name
|
|
Number of Shares of Common
Stock we own or have to right to
acquire within
60 days (taking
account of exercise restrictions
for the Warrants as described
below)
|
|
|
Percent of
Class
Outstanding
|
|
667, L.P.
|
|
|
563,477
|
|
|
|
0.4
|
%
|
Baker Brothers Life Sciences, L.P.
|
|
|
4,990,122
|
|
|
|
3.1
|
%
|
Total
|
|
|
5,553,599
|
|
|
|
3.5
|
%
|
The Warrants are only exercisable to the extent that after giving
effect to such exercise the holders thereof together with their affiliates would beneficially own, for purposes of Section 13(d)
of the Securities Exchange Act of 1934, as amended, no more than 9.99% of the outstanding Common Shares of the Issuer after exercise
(“Beneficial Ownership Limitation”). As a result of this restriction, the number of shares that may be issued upon
exercise of the Warrants by the above holders may change depending upon changes in the outstanding shares. By written notice to
the Issuer, the Funds may waive the Beneficial Ownership Limitation applicable to that Fund. Any such waiver will not be effective
until the 61st day after such notice is delivered to the Issuer.
Pursuant to the management agreements, as amended, among the
Adviser, the Funds and their respective general partners, the Funds’ respective general partners relinquished to the Adviser
all discretion and authority with respect to the investment and voting power of the securities held by the Funds, and thus the
Adviser has complete and unlimited discretion and authority with respect to the Funds’ investments and voting power over
investments.
The Adviser GP, Felix J. Baker and Julian C. Baker as managing
members of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the
Funds.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following x.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another
Person.
|
N/A
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
|
The
information in Item 4 is incorporated herein by reference.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
N/A
|
Item 9.
|
Notice of Dissolution of Group.
|
N/A
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
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.
February
14, 2020
|
BAKER BROS. ADVISORS LP
By: Baker Bros. Advisors (GP) LLC, its general partner
|
|
|
|
|
By:
|
/s/ Scott L. Lessing
|
|
|
Name: Scott L. Lessing
Title: President
|
|
BAKER BROS. ADVISORS (GP) LLC
|
|
|
|
|
By:
|
/s/ Scott L. Lessing
|
|
|
Name: Scott L. Lessing
Title: President
|
|
/s/ Julian C. Baker
|
|
Julian C. Baker
|
|
|
|
/s/ Felix J. Baker
|
|
Felix J. Baker
|