Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
February 09 2024 - 4:18PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
(Amendment
No. 2) *
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a) UNDER THE SECURITIES
EXCHANGE ACT OF 1934
23ANDME
HOLDING CO.
(Name
of Issuer)
Class
A Common Stock, par value $0.0001 per share
(Title
of Class of Securities)
90138Q
108
(CUSIP
Number)
Victoria
A. Whyte
GSK
plc
980
Great West Road
Brentford,
Middlesex TW8 9GS
England
Telephone:
+44 (0)208 047 5000
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February
7, 2024
(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.
*
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.
| CUSIP No. 405552100 |
13D/A2 |
Page 2 of 6 |
| 1. |
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GSK plc |
| 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 |
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
England and Wales |
| |
|
|
|
|
NUMBER
OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH |
|
7. |
|
SOLE
VOTING POWER
39,660,487 (1) |
| |
8. |
|
SHARED
VOTING POWER
0 |
| |
9. |
|
SOLE
DISPOSITIVE POWER
39,660,487 (1) |
| |
10. |
|
SHARED
DISPOSITIVE POWER
0 |
| |
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,660,487 (1) |
| 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)
11.2%
(2) |
| 14. |
|
TYPE
OF REPORTING PERSON (see instructions)
CO |
Footnote:
(1)
Represents shares of the Issuer’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) that
may be obtained upon the conversion of shares of Class B Common Stock (“Class B Common Stock”) held by the reporting persons.
Class B Common Stock, which is not registered under the Securities Exchange Act of 1934, as amended, is convertible into shares of Class
A Common Stock at the option of the holder on a share-for-share basis.
(2)
The percentage reported herein is based upon (i) 315,436,358 shares of Class A Common Stock of 23andMe Holding Co. (the “Issuer”)
outstanding as of January 31, 2024, as reported in the Issuer’s Form 10-Q furnished with the Securities and Exchange Commission
(the “SEC”) on February 7, 2024, and (ii) 39,660,487 shares of Class B Common
Stock held directly by Glaxo Group Limited (“GGL”), an indirect wholly owned subsidiary of GSK plc (“GSK”).
| CUSIP No. 405552100 |
13D/A2 |
Page 3 of 6 |
Item
1. Security and Issuer.
This
Amendment No. 2 to Schedule 13D (this “Statement”) amends and supplements the statement on Schedule 13D originally filed
on November 4, 2022, as amended on January 20, 2023 (the “Schedule 13D”) with respect to the Class A Common Stock of the
Issuer, a Delaware incorporated company. GSK is filing this amendment to disclose its new percentage beneficial ownership in the Issuer,
which has been decreased as a result of an increase in the outstanding Class A Common Stock of the Issuer. The Issuer’s principal
executive offices are located at 349 Oyster Point Boulevard South San Francisco, California 94080.
Item
2. Identity and Background.
The
response set forth in Item 2 of the Schedule 13D is hereby amended by deleting Schedule 1 in its entirety and replacing it with Schedule
1 attached.
Item
5. Interest in Securities of the Issuer.
The
response set forth in Items 5 (a) of the Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing
it with the following:
| |
a. |
GSK
beneficially owns 39,660,487 shares of Class B Common Stock, which represents 11.2% of the 315,436,358 shares of Class A Common Stock
of the Issuer outstanding as of January 31, 2024, as reported in the Issuer’s Form 10-Q on February 7, 2024 and
the 39,660,487 shares of Class B Common Stock held by GGL. |
| CUSIP No. 405552100 |
13D/A2 |
Page 4 of 6 |
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.
Date:
February 9, 2024
| |
GSK
plc |
| |
|
| |
By: |
/s/
Victoria A. Whyte |
| |
Name:
Victoria A. Whyte |
| |
Title:
Authorized Signatory |
| CUSIP No. 405552100 |
13D/A2 |
Page 5 of 6 |
Schedule
1
Name |
Business
Address |
Principal
Occupation or Employment |
Citizenship |
| |
|
|
|
| Board
of Directors |
|
|
|
| |
|
|
|
| Sir
Jonathan Symonds CBE |
980
Great West Road
Brentford
Middlesex TW8 9GS, England |
Chair
and Company Director |
British |
| |
|
|
|
| Emma
Walmsley |
980
Great West Road
Brentford
Middlesex TW8 9GS, England |
Executive
Director and Chief Executive Officer |
British |
| |
|
|
|
| Julie
Brown |
980
Great West Road
Brentford
Middlesex TW8 9GS, England |
Company
Director and Chief Financial Officer |
British |
| |
|
|
|
| Elizabeth
McKee Anderson |
980
Great West Road
Brentford
Middlesex TW8 9GS, England |
Company
Director |
US |
| |
|
|
|
| Charles
Bancroft |
980
Great West Road
Brentford
Middlesex TW8 9GS, England |
Company
Director |
US |
| |
|
|
|
| Dr.
Hal Barron |
980
Great West Road
Brentford
Middlesex TW8 9GS, England |
Company
Director |
US |
| |
|
|
|
| Dr.
Anne Beal |
980
Great West Road
Brentford
Middlesex TW8 9GS, England |
Company
Director |
US |
| |
|
|
|
| Wendy
Becker |
980
Great West Road
Brentford
Middlesex TW8 9GS, England |
Company
Director |
British,
US & Italian |
| |
|
|
|
| Dr.
Harry (Hal) Dietz |
980
Great West Road
Brentford
Middlesex TW8 9GS, England |
Company
Director |
US |
| |
|
|
|
| Dr.
Jesse Goodman |
980
Great West Road
Brentford
Middlesex TW8 9GS, England |
Company
Director |
US |
| |
|
|
|
Urs
Rohner
|
980
Great West Road
Brentford
Middlesex TW8 9GS, England |
Company
Director |
Swiss |
| |
|
|
|
| Dr.
Vishal Sikka |
980
Great West Road
Brentford
Middlesex TW8 9GS, England |
Company
Director |
US |
| CUSIP No. 405552100 |
13D/A2 |
Page 6 of 6 |
GSK
Leadership Team |
|
|
| |
|
|
Name |
Business
Address |
Principal
Occupation or Employment |
Citizenship |
| |
|
|
|
| Emma
Walmsley |
980
Great West Road
Brentford
Middlesex TW8 9GS, England |
Chief
Executive Officer |
British |
| |
|
|
|
| Julie
Brown |
980
Great West Road
Brentford
Middlesex TW8 9GS, England |
Chief
Financial Officer |
British |
| |
|
|
|
| Diana
Conrad |
980
Great West Road
Brentford
Middlesex TW8 9GS, England |
Chief
People Officer |
Canadian |
| |
|
|
|
| James
Ford |
980
Great West Road
Brentford
Middlesex TW8 9GS, England |
SVP
and Group General Counsel, Legal and Compliance |
British
& US |
| |
|
|
|
| Sally
Jackson |
980
Great West Road
Brentford
Middlesex TW8 9GS, England |
SVP,
Global Communications and CEO Office |
British |
| |
|
|
|
Luke
Miels
|
980
Great West Road
Brentford
Middlesex TW8 9GS, England |
Chief
Commercial Officer
|
Australian
|
| |
|
|
|
| Shobana
Ramakrishnan |
980
Great West Road
Brentford
Middlesex TW8 9GS, England |
Chief
Digital & Technology Officer
|
US
|
| |
|
|
|
| David
Redfern |
980
Great West Road
Brentford
Middlesex TW8 9GS, England |
President,
Corporate Development |
British |
| |
|
|
|
| Regis
Simard |
980
Great West Road
Brentord
Middlesex TW8 9GS, England |
President,
Global Supply Chain |
French
& British |
| |
|
|
|
| Philip
Thomson |
980
Great West Road
Brentford
Middlesex TW8 9GS, England |
President,
Global Affairs |
British |
| |
|
|
|
| Deborah
Waterhouse |
980
Great West Road
Brentford
Middlesex TW8 9GS, England |
CEO,
ViiV Healthcare, and President Global Health |
British |
| |
|
|
|
| Tony
Wood |
980
Great West Road
Brentford
Middlesex TW8 9GS, England |
Chief
Scientific Officer |
British |
GSK (PK) (USOTC:GLAXF)
Historical Stock Chart
From Oct 2024 to Nov 2024
GSK (PK) (USOTC:GLAXF)
Historical Stock Chart
From Nov 2023 to Nov 2024
