Amended Statement of Beneficial Ownership (sc 13d/a)
October 20 2017 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 1)
1
Achaogen, Inc.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title of Class of Securities)
004449104
(CUSIP Number)
ADAM W.
FINERMAN, ESQ.
OLSHAN
FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
October 17, 2017
(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.
1
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 (however,
see
the
Notes
).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
ROBERT W. DUGGAN
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
PF
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.A
|
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
|
SHARES
|
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
3,074,717*
|
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,074,717*
|
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
3,074,717*
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
|
|
7.3%*
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
* Represents (i) 3,002,547 Shares held by Mr. Duggan (as defined
herein) and (ii) 72,170 Shares held by Genius Inc. (as defined herein).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
GENIUS INC.
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
WC
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
|
SHARES
|
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
72,170
|
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72,170
|
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
72,170
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
The following constitutes
Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed by the undersigned (the “Schedule 13D”).
This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
|
|
Item 2.
|
Identity and Background
.
|
Item 2 is hereby amended
and restated to read as follows:
|
|
(a)
|
This statement is filed by Robert W. Duggan (“Mr. Duggan”) and Genius Inc., a Delaware
corporation (“Genius Inc.”). Each of the foregoing is referred to as a “Reporting Person” and collectively
as the “Reporting Persons.”
|
Mr. Duggan is the
sole shareholder and director of Genius Inc. By virtue of this relationship, Mr. Duggan may be deemed to beneficially own Shares
owned by Genius Inc. Accordingly, the Reporting Persons are filing a joint Schedule 13D.
|
|
(b)
|
The principal business address of Mr. Duggan is 611 S. Fort Harrison Ave., Suite 306, Clearwater,
Florida 33756. The principal business address of Genius Inc. is 616 Druid Road East, Clearwater, Florida 33756.
|
Ryan Flake (“Mr. Flake”)
is the sole officer of Genius Inc., the principal business address of Mr. Flake is 616 Druid Road East, Clearwater, Florida 33756.
|
|
(c)
|
The principal occupation of Mr. Duggan is serving as a private investor. The principal business
of Genius Inc. is education and training.
|
The principal occupation
of Mr. Flake is Chief Financial Officer.
|
|
(d)
|
The Reporting Persons and Mr. Flake have not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
|
|
|
(e)
|
The Reporting Persons and Mr. Flake have not, during the last five years, been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
|
|
|
(f)
|
Mr. Duggan is a citizen of the United States of America.
|
Mr. Flake is a citizen of
the United States of America.
|
|
Item 3.
|
Source and Amount of Funds or Other Consideration
.
|
Item 3 is hereby amended
and restated to read as follows:
The aggregate purchase
cost of the 3,002,547 Shares owned directly by Mr. Duggan is approximately $58,558,401, including brokerage commissions. Such Shares
were acquired with personal funds. The aggregate purchase cost of the 72,170 Shares owned by Genius Inc., which Mr. Duggan is the
sole shareholder of and may be deemed to be beneficially owned by Mr. Duggan, is approximately $1,630,879, including brokerage
commissions. Such Shares were acquired with working capital.
|
|
Item 5.
|
Interest in Securities of the Issuer
.
|
Item 5 is hereby amended
and restated to read as follows:
The aggregate percentage
of Shares reported owned by the Reporting Person is based on 42,233,305 Shares outstanding, as of August 2, 2017, which is the
total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and
Exchange Commission on August 8, 2017.
A. Mr.
Duggan
|
|
(a)
|
As of the close of business on October 19, 2017, Mr. Duggan directly owned 3,002,547 Shares. As
the sole shareholder of Genius Inc., Mr. Duggan may be deemed the beneficial owner of the 72,170 Shares owned by Genius Inc.
|
Percentage: Approximately 7.3%
|
|
(b)
|
1. Sole power to vote or direct vote: 3,074,717
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,074,717
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
The transactions in the Shares by Mr. Duggan since the filing of the Schedule 13D are set forth
in Schedule A and are incorporated herein by reference.
|
B. Genius
Inc.
|
|
(a)
|
As of the close of business on October 19, 2017, Genius Inc. beneficially owned 72,170 Shares.
|
Percentage: Less than 1%
|
|
(b)
|
1. Sole power to vote or direct vote: 72,170
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 72,170
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
The transactions in the Shares by Genius Inc. since the filing of the Schedule 13D are set forth
in Schedule A and are incorporated herein by reference.
|
|
|
(d)
|
No person, other than the Reporting Persons, is known to have the right to receive, or the power
to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
|
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
|
Item
6 is hereby amended to add the following:
On October 19, 2017, the Reporting Persons
entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements
on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
|
|
Item 7.
|
Material to be Filed as Exhibits
.
|
Item 7 is hereby amended to add
the following exhibit:
|
|
99.1
|
Joint Filing Agreement, dated October 19, 2017.
|
SIGNATURES
After reasonable inquiry and to the best
of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: October 19, 2017
|
|
GENIUS INC.
|
|
|
|
|
|
By:
|
/s/ Ryan Flake
|
|
|
|
Name:
|
Ryan Flake
|
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Robert W. Duggan
|
|
|
Robert W. Duggan
|
SCHEDULE A
Transactions in the Shares Since the Filing
of the Schedule 13D
|
Type of Security
|
Securities
Purchased / (Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
ROBERT W. DUGGAN
|
Common Stock
|
10,000
|
20.90
|
04/18/2017
|
|
Common Stock
|
15,000
|
23.97
|
05/08/2017
|
|
Common Stock
|
5,000
|
22.48
|
05/11/2017
|
|
Common Stock
|
9,000
|
24.83
|
05/16/2017
|
|
Common Stock
|
37,200
|
22.37
|
05/25/2017
|
|
Common Stock
|
32,500
|
21.59
|
05/26/2017
|
|
Common Stock
|
14,000
|
20.80
|
05/30/2017
|
|
Common Stock
|
5,000
|
19.64
|
05/31/2017
|
|
Common Stock
|
245,000
|
22.50
|
06/01/2017
|
|
Common Stock
|
10,000
|
21.07
|
07/25/2017
|
|
Common Stock
|
18,750
|
19.96
|
07/26/2017
|
|
Common Stock
|
21,000
|
19.07
|
07/27/2017
|
|
Common Stock
|
100,000
|
17.35
|
08/04/2017
|
|
Common Stock
|
62,000
|
16.35
|
09/28/2017
|
|
Common Stock
|
10,000
|
15.95
|
09/29/2017
|
|
Common Stock
|
5,000
|
15.95
|
10/02/2017
|
|
Common Stock
|
55,000
|
13.55
|
10/16/2017
|
|
Common Stock
|
170,000
|
13.69
|
10/17/2017
|
|
Common Stock
|
142,209
|
14.16
|
10/19/2017
|
GENIUS INC.
|
Common Stock
|
21,170
|
23.64
|
04/06/2017
|
|
Common Stock
|
51,000
|
22.17
|
05/25/2017
|