Amended Statement of Ownership (sc 13g/a)
February 12 2021 - 5:17PM
Edgar (US Regulatory)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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________________________________________
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
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Otonomy, Inc.
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(Name of Issuer)
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Common
Stock, par value $0.001 per share
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(Titles
of Class of Securities)
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December 31, 2020
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(Date
of Event Which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
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Rule
13d-1(b)
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☐
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Rule
13d-1(c)
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☒
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Rule
13d-1(d)
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*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).
CUSIP
No. 68906L105
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13G/A
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Page
2 of 9
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1
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NAME
OF REPORTING PERSON
TPG
Group Holdings (SBS) Advisors, Inc.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) ☐
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE
VOTING POWER
- 0 -
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6
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SHARED
VOTING POWER
-
0 -
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7
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SOLE
DISPOSITIVE POWER
-
0 -
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8
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SHARED
DISPOSITIVE POWER
-
0 -
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-
0 -
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
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12
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TYPE
OF REPORTING PERSON
CO
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CUSIP
No. 68906L105
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13G/A
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Page
3 of 9
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1
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NAME
OF REPORTING PERSON
David
Bonderman
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) ☐
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3
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SEC
USE ONLY
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4
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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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5
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SOLE
VOTING POWER
- 0 -
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6
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SHARED
VOTING POWER
- 0 -
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7
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SOLE
DISPOSITIVE POWER
-
0 -
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8
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SHARED
DISPOSITIVE POWER
- 0 -
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
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12
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TYPE
OF REPORTING PERSON
IN
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CUSIP
No. 68906L105
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13G/A
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Page
4 of 9
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1
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NAME
OF REPORTING PERSON
James
G. Coulter
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) ☐
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3
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SEC
USE ONLY
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4
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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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5
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SOLE
VOTING POWER
- 0 -
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6
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SHARED
VOTING POWER
- 0 -
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7
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SOLE
DISPOSITIVE POWER
-
0 -
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8
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SHARED
DISPOSITIVE POWER
- 0 -
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
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12
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TYPE
OF REPORTING PERSON
IN
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Item
1
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(a).
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Name
of Issuer:
Otonomy, Inc. (the “Issuer”)
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Item
1
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(b).
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Address
of Issuer’s Principal Executive Offices:
4796 Executive Drive
San Diego, CA 92121
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Item
2
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(a).
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Name
of Person Filing:
This Amendment No. 1 to Schedule 13G is being filed jointly
by TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation (“Group Advisors”), David Bonderman and James
G. Coulter (each, a “Reporting Person” and, together, the “Reporting Persons”), pursuant
to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act.
Group Advisors is the sole member of TPG Group Holdings
(SBS) Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Group Holdings (SBS), L.P., a Delaware
limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general
partner of TPG Holdings I, L.P., a Delaware limited partnership, which is the sole member of TPG Biotechnology GenPar III Advisors,
LLC, a Delaware limited liability company, which is the general partner of TPG Biotechnology GenPar III, L.P., a Delaware limited
partnership, which is the general partner of TPG Biotechnology Partners III, L.P., a Delaware limited partnership (“TPG
Biotech III”), which directly held shares of Common Stock of the Issuer (the “Shares”) reported herein.
Because of Group Advisors’ relationship to TPG Biotech III, Group Advisors may have been deemed to have beneficially owned
the Shares directly held by TPG Biotech III.
David Bonderman and James G. Coulter sole shareholders
of Group Advisors, and may therefore have been deemed to have beneficially owned the Shares held by TPG Biotech III. Messrs. Bonderman
and Coulter disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein.
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Item
2
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(b).
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Address
of Principal Business Office or, if none, Residence:
The
principal business address of each of the Reporting Persons is as follows:
c/o
TPG Global, LLC
301
Commerce Street, Suite 3300
Fort
Worth, Texas 76102
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Item
2
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(c).
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Citizenship:
See responses to Item 4 on each cover page.
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Item
2
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(d).
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Title
of Class of Securities:
Common Stock, $0.001 par value (“Common Stock”)
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Item
2
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(e).
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CUSIP Number:
68906L105
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Item
3.
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If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):
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(a)
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☐ Broker or dealer registered under Section 15
of the Exchange Act (15 U.S.C. 78o).
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(b)
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☐ Bank as defined in Section 3(a)(6) of the
Exchange Act (15 U.S.C. 78c).
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(c)
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☐ Insurance company as defined in Section 3(a)(19)
of the Exchange Act (15 U.S.C. 78c).
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(d)
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☐ Investment company registered under Section
8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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☐ Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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☐ Employee benefit plan or endowment fund in
accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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☐ Parent holding company or control person in
accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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☐ Savings association as defined in Section
3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).
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(i)
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☐ Church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
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(j)
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☐ Non-U.S. institution in accordance with §240.
13d-1(b)(1)(ii)(J).
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(k)
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☐ Group in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution
in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________
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(a) Amount beneficially owned:
See
responses to Item 9 on each cover page.
(b)
Percent of class:
See
responses to Item 11 on each cover page.
(c)
Number of shares as to which such person has:
(i)
Sole power to vote or to direct the vote:
See
responses to Item 5 on each cover page.
(ii)
Shared power to vote or to direct the vote:
See
responses to Item 6 on each cover page.
(iii)
Sole power to dispose or to direct the disposition of:
See
responses to Item 7 on each cover page.
(iv)
Shared power to dispose or to direct the disposition of:
See
responses to Item 8 on each cover page.
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Item
5.
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Ownership
of Five Percent or Less of a Class
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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 ☒
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control
Person
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See
response to Item 2(a) above.
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Item
8.
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Identification
and Classification of Members of the Group
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Item
9.
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Notice
of Dissolution of Group
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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.
Dated:
February 12, 2021
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TPG Group Holdings (SBS) Advisors, Inc.
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By::
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/s/ Michael LaGatta
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Name:
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Michael LaGatta
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Title:
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Vice President
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David
Bonderman
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By:
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/s/ Gerald Neugebauer
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Name:
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Gerald Neugebauer, on behalf of David Bonderman (1)
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James G. Coulter
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By:
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/s/ Gerald Neugebauer
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Name:
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Gerald Neugebauer, on behalf of James G. Coulter (2)
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_________________
(1)
Gerald Neugebauer is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated February 26,
2020, which was previously filed with the Securities and Exchange Commission (the “Commission”) as an exhibit
to a Form 4 filed by Mr. Bonderman on March 6, 2020 (SEC File No. 001-38156).
(2)
Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated February 26, 2020,
which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on March 6, 2020 (SEC File No. 001-38156).
Exhibit
Index
Exhibit 1
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Agreement
of Joint Filing as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.*
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________
* Incorporated herein by reference to the Agreement of Joint
Filing by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T3 Advisors, Inc., T3 Advisors
II, Inc., TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter, dated as of February 14, 2011, which was
previously filed with the Commission as Exhibit 1 to Schedule 13G filed by TPG Group Holdings (SBS) Advisors, Inc., David Bonderman
and James G. Coulter on February 14, 2011.
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