Amended Statement of Ownership (sc 13g/a)
February 14 2020 - 04:11PM
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. 2 )*
|
Aptinyx Inc.
|
| (Name of
Issuer) |
|
Common stock, par value $0.01 per share |
| (Title of Class of
Securities) |
|
December 31, 2019
|
| 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. 03836N103 |
13G/A |
Page 2 of 13
Pages |
|
1.
|
NAME OF REPORTING PERSON
Partner Fund Management, L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a) |
¨ |
|
|
|
(b) |
x |
|
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
0
|
|
6.
|
SHARED VOTING POWER
0 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)
0%
|
|
12.
|
TYPE OF REPORTING PERSON
IA; PN
|
|
Cusip
No. 03836N103 |
13G/A |
Page 3 of 13
Pages |
|
1.
|
NAME OF REPORTING PERSON
Partner Fund Management GP, LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a) |
¨ |
|
|
|
(b) |
x |
|
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
0
|
|
6.
|
SHARED VOTING POWER
0 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)
0%
|
|
12.
|
TYPE OF REPORTING PERSON
OO
|
|
Cusip
No. 03836N103 |
13G/A |
Page 4 of 13
Pages |
|
1.
|
NAME OF REPORTING PERSON
Partner Investment Management, L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a) |
¨ |
|
|
|
(b) |
x |
|
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
0
|
|
6.
|
SHARED VOTING POWER
0 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)
0%
|
|
12.
|
TYPE OF REPORTING PERSON
IA; PN
|
|
Cusip
No. 03836N103 |
13G/A |
Page 5 of 13
Pages |
|
1.
|
NAME OF REPORTING PERSON
Partner Investment Management GP, LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a) |
¨ |
|
|
|
(b) |
x |
|
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
0
|
|
6.
|
SHARED VOTING POWER
0 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)
0%
|
|
12.
|
TYPE OF REPORTING PERSON
OO
|
|
Cusip
No. 03836N103 |
13G/A |
Page 6 of 13
Pages |
|
1.
|
NAME OF REPORTING PERSON
Brian D. Grossman
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a) |
¨ |
|
|
|
(b) |
x |
|
3.
|
SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
0 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)
0%
|
|
12.
|
TYPE OF REPORTING PERSON
IN
|
|
Cusip
No. 03836N103 |
13G/A |
Page 7 of 13
Pages |
|
1.
|
NAME OF REPORTING PERSON
Christopher M. James
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a) |
¨ |
|
|
|
(b) |
x |
|
3.
|
SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
0 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)
0%
|
|
12.
|
TYPE OF REPORTING PERSON
IN
|
|
Cusip
No. 03836N103 |
13G/A |
Page 8 of 13
Pages |
| Item 1(a) |
Name of Issuer |
| |
Aptinyx Inc.
|
| |
|
| Item
1(b) |
Address of
Issuer’s Principal Executive Offices |
| |
909 Davis Street, Suite 600, Evanston, Illinois 60201
|
| |
|
| Item
2(a) |
Name of
Person Filing |
| |
This Schedule 13G/A is being jointly filed by Partner Fund
Management, L.P. (“PFM”), Partner Fund Management GP, LLC
(“PFM-GP”), Partner Investment Management, L.P. (“PIM”), Partner
Investment Management GP, LLC (“PIM-GP”), Brian D. Grossman
(“Grossman”) and Christopher M. James (“James” and, collectively
with PFM, PFM-GP, PIM, PIM-GP and Grossman, the “Reporting
Persons”) with respect to shares of common stock of the above-named
issuer.
|
| |
|
| |
The filing of this statement shall not be construed as an admission
that any of the Reporting Persons is the beneficial owner of any
securities covered by the statement other than the securities
actually owned by such person (if any).
|
| |
|
| Item
2(b) |
Address of
Principal Business Office |
| |
The address of the principal business office of each of the
Reporting Persons is c/o Partner Fund Management, L.P., 4
Embarcadero Center, Suite 3500, San Francisco, CA 94111.
|
| |
|
| Item
2(c) |
Citizenship |
| |
Each of PFM and
PIM is organized as a limited partnership under the laws of the
State of Delaware. Each of PFM-GP and PIM-GP is organized as a
limited liability company under the laws of the State of Delaware.
Each of Grossman and James is a U.S. citizen. |
| |
|
| Item
2(d) |
Title of
Class of Securities |
| |
Common stock,
$0.01 par value |
| |
|
| Item
2(e) |
CUSIP
Number |
| |
03836N103 |
|
Cusip
No. 03836N103 |
13G/A |
Page 9 of 13
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) |
¨ |
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; |
|
(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) |
¨ |
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. 03836N103 |
13G/A |
Page 10 of 13
Pages |
|
A. |
Partner Fund Management, L.P. and
Partner Fund Management GP, LLC |
|
(a) |
PFM and PFM-GP may be deemed to
beneficially own 0 shares of Common Stock. |
|
(b) |
The number of shares PFM and PFM-GP
may be deemed to beneficially own constitutes 0% 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: 0 |
|
(iii) |
sole power to dispose or to direct
the disposition of: 0 |
|
(iv) |
shared power to dispose or to
direct the disposition of: 0 |
|
B. |
Partner Investment Management, L.P. and Partner Investment
Management GP, LLC |
|
(a) |
PIM and PIM-GP may be deemed to beneficially own 0 shares of
Common Stock. |
|
(b) |
The number of shares PIM and PIM-GP
may be deemed to beneficially own constitutes 0% 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: 0 |
|
(iii) |
sole power to dispose or to direct
the disposition of: 0 |
|
(iv) |
shared power to dispose or to
direct the disposition of: 0 |
|
Cusip
No. 03836N103 |
13G/A |
Page 11 of 13
Pages |
|
(a) |
Grossman may be deemed to beneficially
own 0 shares of Common Stock. |
|
(b) |
The number of shares Grossman may be
deemed to beneficially own constitutes 0% 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: 0 |
|
(iii) |
sole power to dispose or to direct
the disposition of: 0 |
|
(iv) |
shared power to dispose or to
direct the disposition of: 0 |
|
(a) |
James may be deemed to beneficially
own 0 shares of Common Stock. |
|
(b) |
The number of shares James may be
deemed to beneficially own constitutes 0% 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: 0 |
|
(iii) |
sole power to dispose or to direct
the disposition of: 0 |
|
(iv) |
shared power to dispose or to
direct the disposition of: 0 |
|
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 x. |
|
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
|
Item 8 |
Identification and Classification of Members of the
Group |
Not Applicable
|
Cusip
No. 03836N103 |
13G/A |
Page 12 of 13
Pages |
| Item 9 |
Notice of Dissolution of
Group |
| |
Not Applicable |
| Item 10 |
Certification |
| |
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above 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.
|
|
Cusip
No. 03836N103 |
13G/A |
Page 13 of 13
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 14th day of February, 2020.
| PARTNER FUND MANAGEMENT, L.P. |
|
PARTNER FUND MANAGEMENT GP,
LLC |
| |
|
|
|
|
| By: |
Partner
Fund Management GP, LLC |
|
By: |
/s/ Darin Sadow |
| |
its
general partner |
|
|
Darin
Sadow, Authorized Signatory |
| |
|
|
|
|
| By: |
/s/ Darin Sadow |
|
|
|
| |
Darin
Sadow, Authorized Signatory |
|
|
|
| |
|
|
|
| PARTNER INVESTMENT MANAGEMENT,
L.P. |
|
PARTNER INVESTMENT MANAGEMENT GP,
LLC |
| |
|
|
|
|
| By: |
Partner
Investment Management GP, LLC, |
|
By: |
/s/ Darin Sadow |
| |
its
general partner |
|
|
Darin
Sadow, Authorized Signatory |
| |
|
|
|
|
| By: |
/s/ Darin
Sadow |
|
|
|
| |
Darin
Sadow, Authorized Signatory |
|
|
|
| |
|
|
|
|
| BRIAN D. GROSSMAN |
|
CHRISTOPHER M. JAMES |
| |
|
|
|
|
| By: |
/s/ Darin Sadow |
|
By: |
/s/ Darin Sadow |
| |
Darin
Sadow, attorney-in-fact* |
|
|
Darin
Sadow, attorney-in-fact** |
|
* |
Darin Sadow is signing on behalf of Brian Grossman as
attorney-in-fact pursuant to a power of attorney dated August 4,
2011, and incorporated by reference herein. The power of attorney
was filed as an attachment to a filing by certain of the Reporting
Persons on Schedule 13G for K-V Pharmaceutical Company on August 5,
2011.
|
|
** |
Darin Sadow is signing on behalf of Christopher M. James as
attorney-in-fact pursuant to a power of attorney dated August 4,
2011, and incorporated by reference herein. The power of attorney
was filed as an attachment to a filing by certain of the Reporting
Persons on Schedule 13G for K-V Pharmaceutical Company on August 5,
2011.
|
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