Statement of Ownership (sc 13g)
July 31 2020 - 4:32PM
Edgar (US Regulatory)
UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G*/
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(Rule 13d-102)
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Genocea Biosciences, Inc.
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(Name of Issuer)
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Common Stock, $0.001 par value per share
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(Title of Class of Securities)
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372427401
(CUSIP Number)
July 22, 2020
Date of Event Which Requires Filing of the Statement
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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CUSIP No. 372427401
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13G
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Page 2 of 14 Pages
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1.
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NAME OF REPORTING PERSON
Citadel Advisors LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
3,391,576 shares
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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
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%1
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12.
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TYPE OF REPORTING PERSON
IA; OO; HC
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1
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The
percentages reported in this Schedule 13G are based upon approximately 53,036,085 shares of common stock outstanding comprised
of (i) 29,964,496 shares of common stock outstanding as of July 21, 2020 (according to the issuer’s Form 10-Q as filed
with the Securities and Exchange Commission on July 23, 2020), (ii) 21,390,904 shares issued pursuant to a securities purchase
agreement, dated as of July 22, 2020 (according to the issuer’s Form 8-K as filed with the Securities and Exchange Commission
on July 22, 2020), and (iii) approximately 1,680,685 shares issuable upon exercise of certain warrants held by affiliates
of the Reporting Persons. Except as described in the preceding sentence, all share numbers for the holdings of the reporting persons
reported in this Schedule 13G are as of the opening of the market on July 31, 2020.
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CUSIP No. 372427401
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13G
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Page 3 of 14 Pages
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1.
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NAME OF REPORTING PERSON
Citadel Advisors Holdings LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
3,391,576 shares
|
7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%
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12.
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TYPE OF REPORTING PERSON
PN; HC
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CUSIP No. 372427401
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13G
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Page 4 of 14 Pages
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1.
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NAME OF REPORTING PERSON
Citadel GP LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
|
5.
|
SOLE VOTING POWER
0
|
6.
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SHARED VOTING POWER
3,391,576 shares
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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
See Row 6 above.
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9.
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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
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%
|
12.
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TYPE OF REPORTING PERSON
OO; HC
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CUSIP No. 372427401
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13G
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Page 5 of 14 Pages
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1.
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NAME OF REPORTING PERSON
Citadel Securities LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3.
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SEC USE ONLY
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4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
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SHARED VOTING POWER
33,703 shares
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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
See Row 6 above.
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
|
10.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
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12.
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TYPE OF REPORTING PERSON
BD, OO
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CUSIP No. 372427401
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13G
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Page
6 of 14
Pages
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1.
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NAME OF REPORTING PERSON
CALC IV LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(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
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
40,810 shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
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SHARED DISPOSITIVE POWER
See Row 6 above.
|
9.
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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
|
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
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12.
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TYPE OF REPORTING PERSON
PN; HC
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CUSIP No. 372427401
|
13G
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Page
7 of 14 Pages
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1.
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NAME OF REPORTING PERSON
Citadel Securities GP LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3.
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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
40,810 shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
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SHARED DISPOSITIVE POWER
See Row 6 above.
|
9.
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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)
0.1%
|
12.
|
TYPE OF REPORTING PERSON
OO; HC
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CUSIP No. 372427401
|
13G
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Page
8 of 14 Pages
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1.
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NAME OF REPORTING PERSON
Kenneth Griffin
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
U.S. Citizen
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
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SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
3,432,386 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)
6.5%
|
12.
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TYPE OF REPORTING PERSON
IN; HC
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CUSIP No. 372427401
|
13G
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Page
9 of 14 Pages
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Genocea Biosciences, Inc.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices
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100 Acorn Park Drive, Cambridge, Massachusetts 02140
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Item 2(a)
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Name of Person Filing
This Schedule 13G is being jointly filed by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP
(“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), CALC IV LP
(“CALC4”), Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin (collectively with Citadel Advisors,
CAH, CGP, Citadel Securities, CALC4 and CSGP, the “Reporting Persons”) with respect to shares of common stock (and
options and warrants to purchase common stock) of the above-named issuer owned by Citadel Multi-Strategy Equities Master Fund Ltd.,
a Cayman Islands limited company (“CM”), Citadel Quantitative Strategies Master Fund Ltd., a Cayman Islands limited
company (“CQ”), Citadel Securities and CRBU Holdings LLC, a Delaware limited liability company (“CRBH”).
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Citadel Advisors is the portfolio
manager for CM and CQ. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager
of Citadel Securities and CRBH. CSGP is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer
of CGP, and owns a controlling interest in CGP and CSGP.
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).
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Item 2(b)
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Address of Principal Business Office
The address of the principal business office of each of the Reporting Persons is 131 S. Dearborn Street, 32nd Floor, Chicago,
Illinois 60603.
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Item 2(c)
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Citizenship
Each of Citadel Advisors, CGP, Citadel Securities and CSGP is organized as a limited liability company under the laws of the
State of Delaware. Each of CALC4 and CAH is organized as a limited partnership under the laws of the State of Delaware. Mr. Griffin
is a U.S. citizen.
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Item
2(d)
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Title
of Class of Securities
Common stock, par value $0.001 per share
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Item
2(e)
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CUSIP
Number
372427401
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CUSIP No. 372427401
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13G
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Page
10 of 14 Pages
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Item 3
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the
person filing is a:
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(a)
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[__] Broker or dealer registered under Section 15 of the Exchange Act;
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(b)
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[__] Bank as defined in Section 3(a)(6) of the Exchange Act;
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(c)
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[__] Insurance company as defined in Section 3(a)(19) of the Exchange Act;
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(d)
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[__] Investment company registered under Section 8 of the Investment Company Act;
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(e)
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[__] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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[__] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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[__] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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[__] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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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;
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(j)
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[__] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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[__] Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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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. 372427401
|
13G
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Page
11 of 14 Pages
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Item 4 Ownership
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A.
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Citadel
Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC
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(a)
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Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially
own 3,391,576 shares of common stock.
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(b)
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The number of shares that each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP
LLC may be deemed to beneficially own constitutes approximately 6.4% of the common stock outstanding.
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(c)
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Number
of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 3,391,576
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 3,391,576
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B.
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Citadel
Securities LLC
|
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(a)
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Citadel Securities LLC may be deemed to beneficially own 33,703 shares of common stock.
|
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(b)
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The number of shares that Citadel Securities LLC may be deemed to beneficially own constitutes approximately
0.1% of the common stock outstanding.
|
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(c)
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Number
of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 33,703
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 33,703
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C.
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CALC IV
LP and Citadel Securities GP LLC
|
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(a)
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Each of CALC IV LP and Citadel Securities GP LLC may be deemed to beneficially own 40,810 shares of
common stock.
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(b)
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The number of shares that each of CALC IV LP and Citadel Securities GP LLC may be deemed to beneficially
own constitutes approximately 0.1% of the common stock outstanding.
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CUSIP No. 372427401
|
13G
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Page
12 of 14 Pages
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(c)
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Number
of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 40,810
|
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 40,810
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(a)
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Mr. Griffin may be deemed to beneficially own 3,432,386 shares of common stock.
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(b)
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The number of shares that Mr. Griffin may be deemed to beneficially own constitutes approximately
6.5% of the common stock outstanding.
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(c)
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Number
of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 3,432,386
|
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 3,432,386
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CUSIP No. 372427401
|
13G
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Page
13 of 14 Pages
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Item 5
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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 ¨.
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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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Not Applicable
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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
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See Item 2 above
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Item 8
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Identification and Classification of Members of the Group
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Not Applicable
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Item 9
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Notice of Dissolution of Group
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Not Applicable
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Item 10
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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.
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CUSIP No. 372427401
|
13G
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Page
14 of 14 Pages
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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 31st day of July, 2020.
CITADEL SECURITIES LLC
|
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CITADEL ADVISORS LLC
|
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By:
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/s/ Guy Miller
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By:
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/s/ Noah Goldberg
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Guy Miller, Authorized Signatory
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Noah Goldberg, Authorized Signatory
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CALC IV LP
|
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CITADEL ADVISORS HOLDINGS
LP
|
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By:
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/s/ Guy Miller
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By:
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/s/ Noah Goldberg
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Guy Miller, Authorized Signatory
|
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Noah Goldberg, Authorized Signatory
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CITADEL SECURITIES GP
LLC
|
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CITADEL GP LLC
|
|
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By:
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/s/ Guy Miller
|
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By:
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/s/ Noah Goldberg
|
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Guy Miller, Authorized Signatory
|
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Noah Goldberg, Authorized Signatory
|
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KENNETH GRIFFIN
|
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|
|
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By:
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/s/ Noah Goldberg
|
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Noah Goldberg, attorney-in-fact*
|
|
*
|
Noah Goldberg is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed
with the Securities and Exchange Commission, and hereby incorporated by reference herein. The power of attorney was filed as an
attachment to a filing by Citadel Advisors LLC on Schedule 13G for Zentalis Pharmaceuticals Inc. on April 9, 2020.
|
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