1
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (entities only)
Baker
Bros. Advisors L
P
|
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
3,950,419
|
6
|
SHARED
VOTING POWER
-0-
|
7
|
SOLE DISPOSITIVE POWER
3,950,419
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,950,419
|
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
6.1% (1)
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IA, PN
|
|
(1)
|
Based on 64,766,882 shares of Common Stock of Aevi Genomic
Medicine, Inc. (the “Issuer”) outstanding as of October 30, 2018, as reported in the Issuer’s Form 10-Q filed
with the Securities and Exchange Commission (“SEC”) on November 1, 2018.
|
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
3,950,419
|
6
|
SHARED VOTING POWER
-0-
|
7
|
SOLE DISPOSITIVE POWER
3,950,419
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,950,419
|
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
6.1% (1)
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
HC, OO
|
|
(1)
|
Based on 64,766,882 shares of Common Stock of the Issuer
outstanding as of October 30, 2018, as reported in the Issuer’s Form 10-Q filed with the SEC on November 1, 2018.
|
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
3,950,419
|
6
|
SHARED
VOTING POWER
-0-
|
7
|
SOLE DISPOSITIVE POWER
3,950,419
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,950,419
|
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
6.1% (1)
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN, HC
|
|
(1)
|
Based on 64,766,882 shares of Common Stock of the Issuer
outstanding as of October 30, 2018, as reported in the Issuer’s Form 10-Q filed with the SEC on November 1, 2018.
|
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
3,950,419
|
6
|
SHARED VOTING POWER
-0-
|
7
|
SOLE DISPOSITIVE POWER
3,950,419
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,950,419
|
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
6.1% (1)
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN, HC
|
|
(1)
|
Based on 64,766,882 shares of Common Stock of the Issuer
outstanding as of October 30, 2018, as reported in the Issuer’s Form 10-Q filed with the SEC on November 1, 2018.
|
Amendment No. 1 to Schedule 13G
This Amendment No. 1 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.
|
Item 1(a)
|
Name of Issuer:
|
|
Aevi
|
Genomic Medicine, Inc.
|
|
Item 1(b)
|
Address of Issuer’s Principal Executive Offices:
|
|
435
|
Devon Park Drive, Ste. 715
|
|
Wayne,
|
Pennsylvania 19087
|
|
Item 2(a)
|
Name of Person Filing:
|
This Amendment No. 1 is being filed jointly by the Reporting
Persons.
|
Item 2(b)
|
Address of Principal Business Office or, if None,
Residence:
|
|
The
|
business address of each of the Reporting Persons is:
|
|
c/o
|
Baker Bros. Advisors LP
|
|
860
|
Washington Street, 3
rd
Floor
|
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)
|
Title of Class of Securities
|
|
Common
|
Stock, $0.0001 par value per share (“Common Stock”)
|
|
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(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)
¨
Insurance company as defined in section 3(a)(19) of the Exchange Act.
(d)
¨
Investment company registered under section 8 of the Investment Company Act of 1940.
(e)
x
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)
x
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
of 1940.
(j)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Items 5 through 9 and 11 of each of the cover pages to this
Amendment No. 1 are incorporated herein reference. Set forth below is the aggregate number of shares of Common Stock of the Issuer
directly held by each of the 667, L.P. and Baker Brothers Life Sciences, L.P. (collectively the “Funds”), which may
be deemed to be indirectly beneficially owned by the Reporting Persons as well as shares of Common Stock that may be acquired upon
exercise of warrants at an exercise price of $2.84 per share expiring October 17, 2022 (“2022 Warrants”), by the Funds,
subject to the limitation on exercise described below. The information set forth below is based upon 64,766,882 shares of Common
Stock outstanding as of October 30, 2018, as reported on the Issuer’s Form 10-Q filed with the SEC on November 1, 2018. Such
percentage figures are calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
Name
|
|
Number of Shares
of Common Stock
we own or have
the right to acquire
within 60 days
|
|
|
Percent of
Class
Outstanding
|
|
667, L.P.
|
|
|
405,187
|
|
|
|
0.6
|
%
|
Baker Brothers Life Sciences, L.P.
|
|
|
3,545,232
|
|
|
|
5.5
|
%
|
Total
|
|
|
3,950,419
|
|
|
|
6.1
|
%
|
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, and may be deemed to have the sole power to vote or direct the vote of and the power to dispose or direct the disposition
of such securities.
The Reporting Persons disclaim beneficial ownership of the securities
held by each of the Funds, and this Amendment No. 1 shall not be deemed an admission that the Reporting Persons are the beneficial
owners of such securities for purposes of Section 13(d) or for any other purpose.
|
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 five percent of the class of securities, check the following
¨
. N/A
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another
Person.
|
The information in Item 4 is incorporated herein by
reference.
|
Item 7.
|
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
The information in Item
4 is incorporated herein by reference.
|
Item 8.
|
Identification and Classification of Members of the
Group.
|
N/A
|
Item 9.
|
Notice of Dissolution of Group.
|
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 13,
2019
|
BAKER BROS. ADVISORS LP
|
|
|
|
By: Baker Bros. Advisors (GP) LLC, its general partner
|
|
|
|
|
By:
|
/s/ Scott L. Lessing
|
|
|
Name: Scott L. Lessing
|
|
|
Title: President
|
|
BAKER BROS. ADVISORS (GP) LLC
|
|
|
|
|
By:
|
/s/ Scott L. Lessing
|
|
|
Name: Scott L. Lessing
|
|
|
Title: President
|
|
/s/ Julian C. Baker
|
|
Julian C. Baker
|
|
|
|
/s/ Felix J. Baker
|
|
Felix J. Baker
|