Amended Statement of Ownership (sc 13g/a)
February 14 2019 - 4:23PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under the Securities Exchange Act of 1934
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(Amendment No. 1)
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aTyr
Pharma, Inc.
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(Name of Issuer)
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Common Stock, $0.001 par value
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(Title of Class of Securities)
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December 31, 2018
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(Date of Event Which Requires Filing of this Statement)
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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 the disclosures provided in a prior cover page.
The information required in 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. 002120103
1
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Name of Reporting Person
Redmile Group, LLC
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2
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Check the Appropriate
Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨
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3
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SEC Use Only
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4
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Citizenship or Place
of Organization
Delaware
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number
of
shares
beneficially
owned by
each
reporting
person with
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5
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Sole Voting Power
0
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6
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Shared Voting Power
707,547
(
1
)
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7
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S
ole
Dispositive Power
0
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8
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Shared Dispositive Power
707,547
(1)
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9
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Aggregate Amount Beneficially
Owned by Each Reporting Person
707,547
(1)
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10
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Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11
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Percent of Class Represented
by Amount in Row (9)
2.3
%
(2)
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12
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Type of Reporting Person
(See Instructions)
IA, OO
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(
1
)
Redmile Group, LLC’s beneficial ownership of the Issuer’s common stock (“Common Stock”) is comprised of
707,547 shares of Common Stock issuable upon exercise of warrants owned by certain private investment vehicles and/or separately
managed accounts managed by Redmile Group, LLC, which shares of Common Stock may be deemed beneficially owned by Redmile Group,
LLC as investment manager of such private investment vehicles and/or separately managed accounts. The reported securities may also
be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim
beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
(
2
)
Percentage based on: (a) 30,023,543 shares of Common Stock outstanding as of November 8, 2018, as reported by the Issuer in its
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2018 (the “Form 10-Q”),
and (b) 707,547 shares of Common Stock issuable upon exercise of warrants owned by certain private investment vehicles and/or separately
managed accounts managed by Redmile Group, LLC.
CUSIP No. 002120103
1
|
Name of Reporting Person
Jeremy C. Green
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2
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨
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3
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SEC Use Only
|
4
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Citizenship or Place
of Organization
United Kingdom
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number
of
shares
beneficially
owned by
each
reporting
person with
|
5
|
Sole Voting Power
0
|
6
|
Shared Voting Power
707,547
(
3
)
|
7
|
S
ole
Dispositive Power
0
|
8
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Shared Dispositive Power
707,547
(3)
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9
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Aggregate Amount Beneficially
Owned by Each Reporting Person
707,547
(3)
|
10
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11
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Percent of Class Represented
by Amount in Row (9)
2.3
%
(4)
|
12
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Type of Reporting Person
(See Instructions)
IN, HC
|
(
3
)
Jeremy C. Green’s beneficial ownership of Common Stock is comprised of 707,547 shares of Common Stock issuable upon exercise
of warrants owned by certain private investment vehicles and/or separately managed accounts managed by Redmile Group, LLC, which
shares of Common Stock may be deemed beneficially owned by Redmile Group, LLC as investment manager of such private investment
vehicles and/or separately managed accounts. The reported securities may also be deemed beneficially owned by Jeremy C. Green as
the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except
to the extent of its or his pecuniary interest in such shares, if any.
(
4
)
Percentage
based on: (a) 30,023,543 shares of Common Stock outstanding as of November 8, 2018, as reported by the Issuer in the Form 10-Q,
and (b) 707,547 shares of Common Stock issuable upon exercise of warrants owned by certain private investment vehicles and/or separately
managed accounts managed by Redmile Group, LLC.
Item 1.
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(a)
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Name of Issuer
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aTyr Pharma, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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3545 John Hopkins Court, Suite #250
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San Diego, CA 92121
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Item 2.
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(a)
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Names of Persons Filing
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Redmile Group, LLC
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Jeremy C. Green
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(b)
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Address of Principal Business office or, if None, Residence
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Redmile Group, LLC
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One Letterman Drive
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Building D, Suite D3-300
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The Presidio of San Francisco
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San Francisco, California 94129
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Jeremy C. Green
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c/o Redmile Group, LLC
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One Letterman Drive
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Building D, Suite D3-300
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The Presidio of San Francisco
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San Francisco, California 94129
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(c)
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Citizenship
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Redmile Group, LLC: Delaware
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Jeremy C. Green: United Kingdom
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(d)
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Title of Class of Securities
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Common Stock, $0.001 par value
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(e)
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CUSIP Number
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002120103
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
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(e)
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x
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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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 (15 U.S.C. 80a-3);
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(j)
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¨
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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¨
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________
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(a)
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Amount beneficially owned:
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Redmile Group, LLC – 707,547*
Jeremy C. Green – 707,547*
Redmile Group, LLC – 2.3%**
Jeremy C. Green – 2.3%**
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(c)
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Number of shares as to which Redmile Group, LLC has:
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(i)
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Sole power to vote or to direct the vote:
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0
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(ii)
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Shared power to vote or to direct the vote:
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707,547*
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(iii)
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Sole power to dispose or to direct the disposition of:
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0
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(iv)
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Shared power to dispose or to direct the disposition of:
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707,547*
Number of shares as to which Jeremy C. Green has:
|
(i)
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Sole power to vote or to direct the vote:
|
0
|
(ii)
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Shared power to vote or to direct the vote:
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707,547*
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(iii)
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Sole power to dispose or to direct the disposition of:
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0
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(iv)
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Shared power to dispose or to direct the disposition of:
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707,547*
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*
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Redmile Group, LLC’s
and Jeremy C. Green’s beneficial ownership of the Issuer’s Common Stock is comprised of 707,547 shares of Common Stock
issuable upon exercise of warrants owned by certain private investment vehicles and/or separately managed accounts managed by
Redmile Group, LLC, which shares of Common Stock may be deemed beneficially owned by Redmile Group, LLC as investment manager
of such private investment vehicles and/or separately managed accounts. The reported securities may also be deemed beneficially
owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership
of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
|
|
**
|
Percentage based on: (a) 30,023,543
shares of Common Stock outstanding as of November 8, 2018, as reported by the Issuer in the Form 10-Q, and (b) 707,547 shares
of Common Stock issuable upon exercise of warrants owned by certain private investment vehicles and/or separately managed accounts
managed by Redmile Group, LLC.
|
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 5 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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N/A.
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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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See Exhibit A attached hereto.
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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
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Item 10.
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Certifications.
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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, other than activities solely in connection with a nomination under § 240.14a-11.
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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.
Date: February 14, 2019
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Redmile Group, LLC
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By:
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/s/ Jeremy C. Green
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Name: Jeremy C. Green
Title: Managing Member
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/s/ Jeremy C. Green
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Jeremy C. Green
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Exhibit A
Redmile Group, LLC is the relevant entity for which Jeremy C.
Green may be considered a control person.
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