CUSIP No. 00835P105
1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Baker Bros. Advisors LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
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(a)
¨
(b)
¨
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3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
564,844 (1)
|
6
|
SHARED
VOTING POWER
-0-
|
7
|
SOLE
DISPOSITIVE POWER
564,844 (1)
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
564,844 (1)
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See
Instructions)
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7% (1)(2)
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IA, PN
|
|
(1)
|
Includes
564,844 shares of common stock (“Common Stock”) of Aevi Genomic Medicine,
Inc. (the “Issuer”) underlying Warrants (as defined below) that are subject
to the limitations on exercise described in Item 4.
|
|
(2)
|
Based on 77,713,782 shares of Common Stock outstanding as of December 20, 2019, as reported in
the Issuer’s Proxy filed with the Securities and Exchange Commission (“SEC”) on December
31, 2019.
|
CUSIP No. 00835P105
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Baker Bros. Advisors (GP) LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
|
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
564,844 (1)
|
6
|
SHARED
VOTING POWER
-0-
|
7
|
SOLE
DISPOSITIVE POWER
564,844 (1)
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
564,844 (1)
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See
Instructions)
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7% (1)(2)
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
HC, OO
|
|
(1)
|
Includes
564,844 shares of Common Stock underlying Warrants (as defined below) that are subject
to the limitations on exercise described in Item 4.
|
|
(2)
|
Based
on 77,713,782 shares of Common Stock outstanding as of December 20, 2019, as reported
in the Issuer’s Proxy filed with the SEC on December 31, 2019.
|
CUSIP No. 00835P105
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Felix J. Baker
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
|
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
564,844 (1)
|
6
|
SHARED
VOTING POWER
-0-
|
7
|
SOLE
DISPOSITIVE POWER
564,844 (1)
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
564,844 (1)
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See
Instructions)
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7% (1)(2)
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN, HC
|
|
(1)
|
Includes
564,844 shares of Common Stock underlying Warrants (as defined below) that are subject
to the limitations on exercise described in Item 4.
|
|
(2)
|
Based
on 77,713,782 shares of Common Stock outstanding as of December 20, 2019, as reported
in the Issuer’s Proxy filed with the SEC on December 31, 2019.
|
CUSIP No. 00835P105
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Julian C. Baker
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
|
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
564,844 (1)
|
6
|
SHARED
VOTING POWER
-0-
|
7
|
SOLE
DISPOSITIVE POWER
564,844 (1)
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
564,844 (1)
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See
Instructions)
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7% (1)(2)
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN, HC
|
|
(1)
|
Includes
564,844 shares of Common Stock underlying Warrants (as defined below) that are subject
to the limitations on exercise described in Item 4.
|
|
(2)
|
Based
on 77,713,782 shares of Common Stock outstanding as of December 20, 2019, as reported
in the Issuer’s Proxy filed with the SEC on December 31, 2019.
|
Amendment
No. 2 to Schedule 13G
This Amendment No. 2 to Schedule
13G amends the previously filed Schedule 13G filed by Baker Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors
(GP) LLC (the “Adviser GP”), Julian C. Baker and Felix J. Baker (collectively, the “Reporting Persons”).
Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect.
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Item 1(a)
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Name of Issuer:
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Aevi
Genomic Medicine, Inc.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices:
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435 Devon Park Drive,
Ste. 715
Wayne,
Pennsylvania 19087
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Item 2(a)
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Name of Person Filing:
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This Amendment No. 2 is being
filed jointly by the Reporting Persons.
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Item 2(b)
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Address of Principal Business Office or, if None,
Residence:
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The
business address of each of the Reporting Persons is:
c/o
Baker Bros. Advisors LP
860
Washington Street, 3rd Floor
New
York, NY 10014
(212) 339-5690
The Adviser is a limited
partnership organized under the laws of the State of Delaware. The Adviser GP is a limited liability company organized under the
laws of the State of Delaware. The citizenship of each of Julian C. Baker and Felix J. Baker is the United States of America.
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Item 2(d)
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Title of Class of Securities
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Common Stock, $0.0001 par value per share (“Common
Stock”)
00835P105
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b)
or (c), check whether the person filing is a:
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(a) ¨ Broker or dealer registered under Section
15 of the Exchange Act.
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(b) ¨ Bank as defined in section 3(a)(6) of
the Exchange Act.
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(c) ¨ Insurance company as defined in section
3(a)(19) of the Exchange Act.
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(d) ¨ Investment company registered under section
8 of the Investment Company Act of 1940.
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(e) x An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E).
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(f) ¨ An employee benefit plan or endowment
fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g) x A parent holding company or control person
in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h) ¨ A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act.
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(i) ¨ A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.
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(j) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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Items 5 through 9 and 11 of each of the cover pages to this
Amendment No. 2 are incorporated herein reference. Set forth below is the aggregate number of shares of Common Stock that may
be acquired by 667, L.P. and Baker Brothers Life Sciences, L.P. (collectively the “Funds”), upon exercise of warrants
at an exercise price of $2.84 per share expiring October 17, 2022 (“2022 Warrants”), subject to the limitation on
exercise described below. The information set forth below is based upon 77,713,782 shares of Common Stock outstanding as of December
20, 2019, as reported on the Issuer’s Proxy filed with the SEC on December 31, 2019. Such percentage figures are calculated
in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
Name
|
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Number
of Shares
of Common Stock
we
own or have
the right to acquire
within 60 days
|
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Percent of
Class
Outstanding
|
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667, L.P.
|
|
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57,035
|
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0.1
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%
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Baker Brothers Life Sciences, L.P.
|
|
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507,809
|
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0.6
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%
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Total
|
|
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564,844
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0.7
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%
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The 2022 Warrants are only exercisable
to the extent that the holders thereof together with their affiliates would beneficially own, for purposes of Section 13(d) of
the Securities Exchange Act of 1934, as amended, no more than 4.99% of the outstanding Common Stock of the Issuer after conversion
(“Beneficial Ownership Limitation”). As a result of this restriction, the number of shares that may be issued upon
exercise of the 2022 Warrants by the above holders may change depending upon changes in the outstanding shares. By written notice
to the Issuer, the Funds may from time to time increase or decrease the Beneficial Ownership Limitation applicable to that Fund
to any other percentage. Any such increase will not be effective until the 65th day after such notice is delivered to the
Issuer.
Pursuant to the management agreements,
as amended, among the Adviser, the Funds and their respective general partners, the Funds’ respective general partners relinquished
to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds,
and thus the Adviser has complete and unlimited discretion and authority with respect to the Funds’ investments and voting
power over investments.
The Adviser GP, Felix J. Baker
and Julian C. Baker as managing members of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities
of the Issuer directly held by the Funds.
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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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The
information in Item 4 is incorporated herein by reference.
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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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The information in Item
4 is incorporated herein by reference.
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Item 8.
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Identification and Classification of Members of the
Group.
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N/A
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Item 9.
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Notice of Dissolution of Group.
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N/A
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and 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.
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.
February 14, 2020
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BAKER BROS. ADVISORS LP
By: Baker Bros. Advisors (GP) LLC, its general partner
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By:
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/s/ Scott L. Lessing
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Name: Scott L. Lessing
Title: President
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BAKER BROS. ADVISORS (GP) LLC
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By:
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/s/ Scott L. Lessing
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Name: Scott L. Lessing
Title: President
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/s/ Julian C. Baker
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Julian C. Baker
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/s/ Felix J. Baker
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Felix J. Baker
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