Amended Statement of Ownership (sc 13g/a)
February 14 2019 - 05:15PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
SPERO
THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
84833T103
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*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).
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
RA Capital Management, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
¨
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(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
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Massachusetts
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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
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0 shares
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6.
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Shared Voting Power
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0 shares
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7.
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Sole Dispositive Power
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0 shares
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8.
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Shared Dispositive Power
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0 shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares
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10.
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Check if the Aggregate Amount in Row (9) Excludes
¨
Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9)
0.0%
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12.
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Type of Reporting Person (See Instructions)
IA
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Peter Kolchinsky
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
¨
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(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
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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
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0 shares
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6.
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Shared Voting Power
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0 shares
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7.
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Sole Dispositive Power
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0 shares
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8.
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Shared Dispositive Power
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0 shares
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
0 shares
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10.
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Check if the Aggregate Amount in Row (9) Excludes
¨
Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9)
0.0%
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12.
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Type of Reporting Person (See Instructions)
IN
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Item 1.
(a)
Name
of Issuer:
Spero Therapeutics, Inc. (the “Issuer”).
(b)
Address
of the Issuer’s Principal Executive Offices:
675 Massachusetts Avenue, 14
th
Floor, Cambridge, Massachusetts
02139.
Item 2.
(a)
Name
of Person Filing:
This joint statement on Schedule 13G is being filed by RA Capital Management, LLC (“Capital”)
and Peter Kolchinsky. Capital and Dr. Kolchinsky are collectively referred to herein as the “Reporting Persons.” Capital
is the general partner of the RA Capital Healthcare Fund, L.P. (the “Fund”) and serves as investment adviser for a
separately managed account (the “Account”). Dr. Kolchinsky is the manager of Capital. As the investment adviser to
the Fund and the Account, Capital may be deemed a beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act
of 1934 (the “Act”), of any securities of the Issuer owned by the Fund or the Account. The Fund has delegated to Capital
the sole power to vote and the sole power to dispose of all securities held in the Fund’s portfolio, including the shares
of the Issuer’s Common Stock reported herein. Because the Fund has divested itself of voting and investment power over
the reported securities, the Fund disclaims beneficial ownership of the reported securities for purposes of Section 13(d)
of the Act and therefore disclaims any obligation to report ownership of the reported securities under Section 13(d) of the Act.
As the manager of Capital, Dr. Kolchinsky may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities
of the Issuer beneficially owned by Capital. Capital and Dr. Kolchinsky disclaim beneficial ownership of the securities reported
in this Schedule 13G Statement (the “Statement”) other than for the purpose of determining their obligations under
Section 13(d) of the Act, and the filing of the Statement shall not be deemed an admission that either Capital or Dr. Kolchinsky
is or was the beneficial owner of such securities for any other purpose.
(b)
Address
of Principal Business Office:
The principal business office of the Reporting Persons is c/o RA Capital Management, LLC, 20
Park Plaza, Suite 1200, Boston, MA 02116.
(c)
Citizenship:
Capital is a Massachusetts limited liability company. Dr. Kolchinsky is a United States citizen.
(d)
Title
and Class of Securities:
Common stock (“Common Stock”)
(e)
CUSIP
Number:
84833T103
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Item 3.
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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:
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(e) RA Capital Management LLC is a registered investment adviser
and is filing this statement in accordance with §240.13d-1(b)(1)(ii)(E);
(g) Peter Kolchinsky is a control person and is filing this
statement in accordance with §240.13d-1(b)(1)(ii)(G).
Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount Beneficially Owned:
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See
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the response(s) to Item 9 on the attached cover page(s).
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See
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the response(s) to Item 11 on the attached cover page(s).
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote:
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See the response(s) to Item 5 on the attached cover page(s).
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(ii)
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shared power to vote or to direct the vote
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See the response(s) to Item 6 on the attached cover page(s).
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(iii)
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sole power to dispose or to direct the disposition of
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See the response(s) to Item 7 on the attached cover page(s).
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(iv)
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shared power to dispose or to direct the disposition
of
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See the response(s) to Item 8 on the attached cover page(s).
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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
x
.
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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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Not applicable.
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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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Not applicable.
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Item 8.
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Identification and Classification of Members of the
Group:
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Not applicable.
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Item 9.
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Notice of Dissolution of Group:
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Not applicable.
By signing below I hereby certify that,
to the best of my knowledge and belief, the securities referred to above 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.
Exhibits
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1
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Joint Filing Agreement by and among the Reporting Persons
is incorporated herein by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange
Commission on February 14, 2018.
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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.
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Date:
February 14
, 2019
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RA CAPITAL MANAGEMENT, LLC
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By:
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/s/ Peter Kolchinsky
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Peter Kolchinsky
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Authorized Signatory
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PETER KOLCHINSKY
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/s/ Peter Kolchinsky
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