Statement of Ownership (sc 13g)
February 14 2019 - 4:44PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules
13d-1 and 13d-2
Under the Securities Exchange Act of
1934
(Amendment No. __)*
Solid
Biosciences Inc.
(Name of Issuer)
Common stock, par value $0.001 per
share
(Title of Class of Securities)
83422E105
(CUSIP Number)
December 31, 2018
Date of Event Which Requires Filing of the
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 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).
CUSIP No.
83422E105
|
13G
|
Page
2
of
8 Pages
|
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gilad Hayeem
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
3,542,746
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.0%
1
|
12.
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
1
|
The percentages reported in this Schedule 13G are based upon 35,432,460 shares of common stock outstanding as of November 1,
2018 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on November 13, 2018). The Reporting
Persons’ beneficial ownership is less than 10% of the issuer’s outstanding shares.
|
CUSIP No.
83422E105
|
13G
|
Page
3
of
8 Pages
|
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DTMG Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
3,542,746 shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.0%
|
12.
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
CUSIP No.
83422E105
|
13G
|
Page
4
of
8 Pages
|
Solid Biosciences Inc.
|
Item 1 (b)
|
Address of Issuer’s Principal Executive Offices
|
141
Portland Street, Fifth Floor, Cambridge, MA 02139
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Item 2(a)
|
Name of Person Filing
This Schedule 13G is being jointly filed by Mr. Gilad Hayeem and DTMG Limited (“DTMG”) with respect to shares of common
stock of the above-named issuer owned by DTMG. Mr. Hayeem owns and controls DTMG.
|
|
Item 2(b)
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Address of Principal Business Office
c/o Hunton Andrews Kurth LLP, Attn: Eric Markus, 2200 Pennsylvania Avenue, NW, Washington, DC 20037.
|
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Item 2(c)
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Citizenship
Mr. Hayeem is a citizen of the United Kingdom. DTMG is organized as a limited company under the laws of the British Virgin Islands.
|
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Item 2(d)
|
Title of Class of Securities
|
Common stock, $0.001 par value
83422E105
CUSIP No.
83422E105
|
13G
|
Page
5
of
8 Pages
|
|
Item 3
|
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the
person filing is a:
|
|
(a)
|
¨
|
Broker or dealer registered
under Section 15 of the Exchange Act;
|
|
(b)
|
¨
|
Bank as defined in Section 3(a)(6) of the Exchange Act;
|
|
(c)
|
¨
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Insurance company as defined in Section 3(a)(19) of the Exchange Act;
|
|
(d)
|
¨
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Investment company registered under Section 8 of the Investment Company Act;
|
|
(e)
|
¨
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
(f)
|
¨
|
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
|
(g)
|
¨
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
|
(h)
|
¨
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
|
|
(i)
|
¨
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
|
|
(j)
|
¨
|
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
|
|
(k)
|
¨
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
|
If filing as
a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
CUSIP No.
83422E105
|
13G
|
Page
6
of
8 Pages
|
|
(a)
|
Mr. Hayeem beneficially owns (indirectly) 3,542,746 shares of common stock.
|
|
(b)
|
The number of shares Mr. Hayeem beneficially owns (indirectly) constitutes less than 10% of the common
stock outstanding.
|
|
(c)
|
Number of shares as to which such person has (indirectly):
|
|
(i)
|
sole power to vote or to direct the vote: 0
|
|
(ii)
|
shared power to vote or to direct the vote: 3,542,746
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 3,542,746
|
|
(a)
|
DTMG beneficially owns 3,542,746 shares of common stock.
|
|
(b)
|
The number of shares DTMG beneficially owns constitutes less than 10% of the common stock outstanding.
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote: 0
|
|
(ii)
|
shared power to vote or to direct the vote: 3,542,746
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 3,542,746
|
|
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 the reporting person has
ceased to be the beneficial owner of more than 5 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 on by the Parent Holding
Company
|
See Item 2 above
CUSIP No.
83422E105
|
13G
|
Page
7
of
8 Pages
|
|
Item 8
|
Identification and Classification of Members of the Group
|
Not Applicable
|
Item 9
|
Notice of Dissolution of Group
|
Not Applicable
|
Item 10
|
Certification
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.
|
CUSIP No.
83422E105
|
13G
|
Page
8
of
8 Pages
|
After reasonable inquiry
and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated this 14
th
day of February, 2019.
GILAD HAYEEM
|
|
DTMG LIMITED
|
|
|
|
By:
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/s/ Gilad Hayeem
|
|
By:
|
/s/ Gilad Hayeem
|
|
Gilad Hayeem
|
|
|
Gilad Hayeem, Director
|
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