Amended Statement of Ownership (sc 13g/a)
February 01 2021 - 3:51PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Galera
Therapeutics, Inc.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
*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. 36338D108
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13G
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Page 2 of 7 Pages
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1.
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Names of Reporting Persons
Novartis Bioventures Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (see instructions)
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(a)
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¨
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(b)
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¨
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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
Switzerland
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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
2,467,960
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7.
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Sole Dispositive Power
0
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8.
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Shared
Dispositive Power
2,467,960
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,467,960
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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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¨
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11.
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Percent of Class Represented by Amount in Row 9
9.89%
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12.
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Type of Reporting Person (see instructions)
CO
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CUSIP No. 36338D108
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13G
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Page 3 of 7 Pages
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1.
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Names of Reporting Persons
Novartis AG
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2.
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Check the Appropriate Box if a Member of a Group (see instructions)
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(a)
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¨
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(b)
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¨
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3.
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SEC USE ONLY
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|
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4.
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Citizenship or Place of Organization
Switzerland
|
|
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
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6.
|
Shared Voting Power
2,467,960
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7.
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Sole Dispositive Power
0
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8.
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Shared
Dispositive Power
2,467,960
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,467,960
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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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¨
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11.
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Percent of Class Represented by Amount in Row 9
9.89%
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12.
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Type of Reporting Person (see instructions)
CO
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CUSIP No. 36338D108
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13G
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Page
4 of 7 Pages
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Item 1(a).
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Name of Issuer:
Galera Therapeutics, Inc.
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Item 1(b).
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Address of Issuer’s Principal
Executive Offices:
2 W Liberty Blvd #100, Malvern,
PA 19355
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Item 2(a).
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Name of Person Filing:
This statement is filed on behalf
of the following persons with respect to the shares of Common Stock of the Issuer:
(i) Novartis Bioventures Ltd., a
Swiss corporation, with respect to shares held by it; and
(ii) Novartis AG, a Swiss corporation,
as the publicly owned parent of Novartis Bioventures Ltd., with respect to the shares held by Novartis Bioventures Ltd
The foregoing persons are hereinafter
referred to collectively as the “Reporting Persons.”
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Item 2(b).
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Address of Principal Business
Office or, if none, Residence:
The address of the principal business
office of Novartis Bioventures Ltd. and Novartis AG is Lichtstrasse 35, 4056 Basel, Switzerland.
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Item 2(c).
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Citizenship:
Novartis Bioventures Ltd. is a corporation
organized under the laws of Switzerland and is an indirect wholly-owned subsidiary of Novartis AG.
Novartis AG is a corporation organized
under the laws of Switzerland and is the publicly owned parent of Novartis Bioventures Ltd.
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Item 2(d).
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Title of Class of Securities:
Common Stock, par value $0.001 per
share (“Common Stock”).
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Item 2(e).
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CUSIP Number:
36338D108.
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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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¨
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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).
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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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CUSIP No. 36338D108
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13G
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Page 5 of 7 Pages
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Item
4. Ownership
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(a)
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Amount Beneficially Owned:
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Novartis Bioventures
Ltd. is the record owner of 2,467,960 shares of Common Stock of the Issuer. As the indirect parent of Novartis Bioventures Ltd.,
Novartis AG may be deemed to beneficially own these securities.
9.89%, based on
24,951,352 shares of Common Stock issued and outstanding as of November 5, 2020, as reported by the Issuer in a Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2020.
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(c)
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Number of shares as to which each Reporting Person has:
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(i)
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Sole power to vote or to direct the vote: Not applicable
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(ii)
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Shared power to vote or to direct the vote: 2,467,960
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(iii)
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Sole power to dispose or to direct the disposition of: Not applicable
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(iv)
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Shared power to dispose or to direct the disposition of: 2,467,960
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Item 5. Ownership of 5 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 5 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 or Control
Person.
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of a Group
Not Applicable
CUSIP No. 36338D108
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13G
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Page
6 of 7 Pages
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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, other than activities solely in connection with a nomination
under §240.14a-11.
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 1, 2021
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Novartis Bioventures Ltd.
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/s/ Bart Dzikowski
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Name: Bart Dzikowski
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Title: Secretary of the Board
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/s/ Beat Steffen
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Name: Beat Steffen
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Title: Authorized Signatory
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Novartis AG
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/s/ Bart Dzikowski
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Name: Bart Dzikowski
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Title: Authorized Signatory
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/s/ Beat Steffen
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Name: Beat Steffen
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Title: Authorized Signatory
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CUSIP No. 36338D108
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13G
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Page
7 of 7 Pages
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INDEX EXHIBIT
SCHEDULE 13G
Exhibit Number
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Exhibit Description
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99.3
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Joint Filing Agreement
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