Amended Statement of Ownership (sc 13g/a)
February 04 2020 - 1:03PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
Final
Amendment (Amendment No. 5)*
Evofem
Biosciences, Inc.
(Name
of Issuer)
Common
Stock, par value $0.0001 per share
(Title
of Class of Securities)
30048L104
(CUSIP
Number)
December
31, 2019
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒
Rule 13d-1(b)
☐ Rule
13d-1(c)
☐ Rule
13d-1(d)
*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 the disclosures provided in a prior
cover page.
The
information required in 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).
SCHEDULE
13G
CUSIP
NO. 30048L104
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Woodford
Investment Management Ltd
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
Kingdom
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
shares of common stock, par value $0.0001 per share (“Common Shares”)
|
6
|
SHARED
VOTING POWER
0
Common Shares
|
7
|
SOLE
DISPOSITIVE POWER
0
Common Shares
|
8
|
SHARED
DISPOSITIVE POWER
0 Common Shares
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
Common Shares
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12
|
TYPE
OF REPORTING PERSON
FI
|
|
|
|
|
SCHEDULE
13G
CUSIP
NO. 30048L104
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Neil
Woodford
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
Kingdom
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
Common Shares
|
6
|
SHARED
VOTING POWER
0
Common Shares
|
7
|
SOLE
DISPOSITIVE POWER
0
Common Shares
|
8
|
SHARED
DISPOSITIVE POWER
0 Common Shares
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
Common Shares
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
SCHEDULE
13G
CUSIP
NO. 30048L104
This
Amendment No. 5 amends and restates in its entirety the Schedule 13G filed by Woodford Investment Management Ltd (the “Manager”)
and Neil Woodford on June 11, 2018, as amended by Amendment No. 1 thereto on December 10, 2018, Amendment No. 2 thereto on May
10, 2019, Amendment No. 3 thereto on August 8, 2019 and Amendment No. 4 thereto on November 8, 2019 (as amended and restated,
this “Schedule 13G”). This Amendment No. 5 is the final amendment to the Schedule 13G and is an exit filing.
(1)
Item
1(a).
|
Name of Issuer:
|
|
|
|
Evofem Biosciences,
Inc. (the “Issuer”)
|
|
|
Item 1(b).
|
Address of Issuer’s
Principal Executive Offices:
|
|
|
|
12400 High Bluff Drive,
Suite 600
|
|
San Diego, CA 92130
|
|
|
Items 2(a),
|
|
(b) and (c).
|
Name of Persons Filing,
Address of Principal Business Office and Citizenship:
|
|
|
|
This
Schedule 13G is being filed jointly by the Manager and Neil Woodford, the Head of Investment for the Manager. The joint filing
agreement of the Manager and Mr. Woodford is attached as Exhibit 1 to this Schedule 13G. The filers of this statement are
collectively referred to herein as the “Group.”
|
|
|
|
The
principal business office of the Manager and Mr. Woodford is 27 Old Gloucester Street, London WC1N 3AX, United Kingdom. For
the place of organization of the Manager and the citizenship of Mr. Woodford, see Item 4 of their respective cover pages.
|
|
|
Item 2(d).
|
Title of Class of
Securities:
|
|
|
|
Common Stock, par value
$0.0001 per share (“Common Shares”)
|
|
|
Item 2(e).
|
CUSIP Number:
|
|
|
|
30048L104
|
Item
3.
|
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
|
(a)
|
☐
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
(b)
|
☐
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
(c)
|
☐
|
Insurance company
as defined in section 3(a)(19) of the Act (15 U.S.C. ☐ 78c).
|
|
(1)
|
Amendment No. 4 to this Schedule 13G pertained to Common
Shares held of record by Woodford Patient Capital Trust Plc (“WPC”), which were deemed beneficially owned by
the Manager and Mr. Woodford due to the Manager’s status as the investment manager of such fund, and Mr. Woodford’s
status as Head of Investment for the Manager. As of December 13, 2019, the Manager cased to be the investment manager of WPC,
and as a result, such Common Shares are no longer beneficially owned by the Manager or Mr. Woodford as of such date. Previous
amendments to this Schedule 13G included Common Shares held of record by LF Woodford Equity Income Fund (“LFW”),
a fund previously managed by the Manager, however, as of October 15, 2019, the Manager ceased to be the investment manager of
LFW.
|
SCHEDULE
13G
CUSIP
NO. 30048L104
|
(d)
|
☐
|
Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
|
|
(e)
|
☐
|
An investment adviser
in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
☐
|
An employee benefit
plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
☒
|
A parent holding
company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
☐
|
A savings associations
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(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 (15
U.S.C. 80a-3);
|
|
(j)
|
☒
|
A non-U.S. institution
in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
(k)
|
☒
|
Group,
in accordance with §240.13d-1(b)(1)(ii)(K).
If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
The Manager is eligible to file pursuant to §240.13d-1(b)(1)(ii)(J) and is an investment manager authorized and regulated
by the Financial Conduct Authority of the United Kingdom which is comparable to the regulatory scheme applicable to the
investment advisers covered by Item 3(e) above. See Exhibit 1 for the identification and classification of each member
of the Group.
|
|
(a)
|
Amount beneficially owned:
|
0
Common Shares
0.0%.
|
(c)
|
Number of Common Shares to which each member
of the Group has:
|
|
(i)
|
Sole power to vote or direct the vote: 0
|
|
|
|
|
(ii)
|
Shared power to vote or direct the vote: 0
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition
of: 0
|
|
|
|
|
(iv)
|
Shared power to dispose of or direct the disposition
of: 0
|
SCHEDULE
13G
CUSIP
NO. 30048L104
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 each member of the Group has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following: ☒.
Item 6.
|
Ownership of More than Five Percent on Behalf
of Another Person.
|
Not
applicable.
Item 7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company.
|
Not
applicable.
Item 8.
|
Identification and Classification of Members
of the Group.
|
See
Exhibit 1.
Item 9.
|
Notice of Dissolution of a Group.
|
Not
applicable.
By
signing below each member of the Group certifies that, to the best of his or its knowledge and belief, (i) 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 and (ii) the foreign regulatory scheme
applicable to investment managers authorized and regulated by the Financial Conduct Authority of the United Kingdom is substantially
comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). Each member of the Group also
undertakes to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
SCHEDULE
13G
CUSIP
NO. 30048L104
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:
February 4, 2020
|
WOODFORD INVESTMENT MANAGEMENT
LTD
|
|
|
|
|
|
By:
|
/s/
Paul Green
|
|
|
Name:
|
Paul Green
|
|
|
Title:
|
Head
of Operations and Authorized Signatory
|
|
|
|
|
|
/s/
Neil Woodford
|
|
Neil Woodford
|
This
Schedule 13G is being jointly filed by the Group. The Manager is an investment manager, authorized and regulated by the Financial
Conduct Authority of the United Kingdom, in the business of investment management. Mr. Woodford serves as the Head of Investment
for the Manager. Mr. Woodford, as a controlling person of the Manager, may be deemed to have beneficial ownership under Section
13 of the Securities Exchange Act of 1934, as amended, of the securities beneficially owned by the Manager. Securities previously
reported on this Schedule 13G as being beneficially owned by the Group were purchased on behalf of clients of the Manager.
Pursuant
to Rule 13d-4, Mr. Woodford declares that the filing of this Schedule 13G shall not be deemed an admission by him that he is,
for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities previously
covered by this Schedule 13G.
SCHEDULE
13G
CUSIP
NO. 30048L104
EXHIBIT
1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below 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,
par value $0.0001 per share, of the Issuer and further agree that this Joint Filing Agreement be included as an Exhibit to such
joint filings.
Dated: February
4, 2020
|
WOODFORD INVESTMENT MANAGEMENT LTD
|
|
|
|
|
|
By:
|
/s/ Paul Green
|
|
|
Name:
|
Paul Green
|
|
|
Title:
|
Head of Operations and Authorized Signatory
|
|
|
|
|
|
/s/ Neil Woodford
|
|
Neil Woodford
|
IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF THE GROUP
The
Group filing this Schedule 13G is comprised of Woodford Investment Management Ltd and Neil Woodford, its Head of Investment.
Item
3 Classification:
Woodford
Investment Management Ltd: A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
Neil
Woodford: A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
8
Evofem Biosciences (NASDAQ:EVFM)
Historical Stock Chart
From Mar 2024 to Apr 2024
Evofem Biosciences (NASDAQ:EVFM)
Historical Stock Chart
From Apr 2023 to Apr 2024