If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
Rules 13d-1(e),
13d-1(f)
or
13d-1(g),
check the following box. ☐
CUSIP No. 548862101
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1
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NAME OF REPORTING PERSON.
Access Industries Management, 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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SOURCE OF FUNDS (SEE
INSTRUCTIONS)
AF
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5
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CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
State of
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0 shares
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8
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SHARED VOTING POWER
857,982 shares
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9
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SOLE DISPOSITIVE POWER
0 shares
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10
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SHARED DISPOSITIVE POWER
857,982
shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
857,982 shares
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12
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11);
2.85%
(1)
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14
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
OO (Limited Liability Company)
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(1)
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All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement assume an aggregate of 30,075,162 shares of Common Stock issued and outstanding as of April 30, 2018, as reported in
the Issuers quarterly report on Form
10-Q
filed with the Securities and Exchange Commission on May 8, 2018.
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CUSIP No. 548862101
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1
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NAME OF REPORTING PERSON.
Access Industries, Inc.
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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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SOURCE OF FUNDS (SEE
INSTRUCTIONS)
AF
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5
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CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
New
York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0 shares
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8
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SHARED VOTING POWER
857,982 shares
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9
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SOLE DISPOSITIVE POWER
0 shares
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10
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SHARED DISPOSITIVE POWER
857,982
shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
857,982 shares
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12
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11);
2.85%
(1)
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14
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
CO
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(1)
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All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement assume an aggregate of 30,075,162 shares of Common Stock issued and outstanding as of April 30, 2018, as reported in
the Issuers quarterly report on Form
10-Q
filed with the Securities and Exchange Commission on May 8, 2018.
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CUSIP No. 548862101
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1
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NAME OF REPORTING PERSON.
Len Blavatnik
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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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SOURCE OF FUNDS (SEE
INSTRUCTIONS)
AF
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5
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CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of
America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
shares
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8
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SHARED VOTING POWER
857,982 shares
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9
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SOLE DISPOSITIVE POWER
0
shares
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10
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SHARED DISPOSITIVE POWER
857,982
shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
857,982 shares
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12
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11);
2.85%
(1)
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14
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
IN
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(1)
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All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement assume an aggregate of 30,075,162 shares of Common Stock issued and outstanding as of April 30, 2018, as reported in
the Issuers quarterly report on Form
10-Q
filed with the Securities and Exchange Commission on May 8, 2018.
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CUSIP No. 548862101
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1
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NAME OF REPORTING PERSON.
AI Loxo Holdings 2 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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SOURCE OF FUNDS (SEE
INSTRUCTIONS)
AF
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5
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CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
State of
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
185,694 shares
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8
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SHARED VOTING POWER
0 shares
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9
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SOLE DISPOSITIVE POWER
185,694 shares
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10
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SHARED DISPOSITIVE POWER
0 shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
185,694 shares
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12
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11);
0.62%
(1)
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14
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
OO (Limited Liability Company)
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(1)
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All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement assume an aggregate of 30,075,162 shares of Common Stock issued and outstanding as of April 30, 2018, as reported in
the Issuers quarterly report on Form
10-Q
filed with the Securities and Exchange Commission on May 8, 2018.
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CUSIP No. 548862101
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1
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NAME OF REPORTING PERSON.
Access Industries Holdings 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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SOURCE OF FUNDS (SEE
INSTRUCTIONS)
AF
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5
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CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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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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7
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SOLE VOTING POWER
0 shares
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8
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SHARED VOTING POWER
0 shares
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9
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SOLE DISPOSITIVE POWER
0 shares
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10
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SHARED DISPOSITIVE POWER
672,288
shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
672,288 shares
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12
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11);
2.24%
(1)
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14
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
OO (Limited Liability Company)
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(1)
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All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement assume an aggregate of 30,075,162 shares of Common Stock issued and outstanding as of April 30, 2018, as reported in
the Issuers quarterly report on Form
10-Q
filed with the Securities and Exchange Commission on May 8, 2018
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Amendment No. 2 to Schedule 13D
This amendment to Schedule 13D is being filed by Access Industries Management, LLC (AIM LLC), Access Industries, Inc.
(Access), Len Blavatnik, AI Loxo Holdings 2 LLC (AI Loxo 2) and Access Industries Holdings LLC (AIH LLC) (collectively, the Reporting Persons, and each, a Reporting Person) to report
certain changes in beneficial ownership of shares of common stock, $.0001 par value per share, of the Issuer (the Common Stock).
Mr. Blavatnik, AIM LLC, AIH LLC and AI Loxo 2 previously reported their ownership of securities of the Issuer on a Schedule 13G (the
Schedule 13G) filed with the Securities and Exchange Commission on February 13, 2015, as amended and supplemented by Amendment No. 1, filed on February 11, 2016. A Schedule 13D was filed to amend and replace the Schedule
13G. The Schedule 13D (the Schedule) filed with the Securities and Exchange Commission on January 18, 2017, as amended and supplemented by the Reporting Persons by Amendment No. 1, filed on January 23, 2018, is hereby
further amended and supplemented as set forth below in this Amendment No. 2. This amendment is filed by the Reporting Persons in accordance with Rule
13d-2
of the Securities Exchange Act of 1934, as
amended, and refers only to information that has materially changed since the filing of the Schedule 13D, as previously amended and supplemented. The items identified below, or the particular paragraphs of such items which are identified below, are
amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule.
Item 5 Interest in Securities of the Issuer
(a) and (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D
that relate to the aggregate number and percentage of common stock (including but not limited to footnotes to such information) are incorporated herein by reference.
The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the
number of common stock as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited
to footnotes to such information) are incorporated herein by reference.
The 857,982 shares of the Issuers Common Stock reported in
this Schedule 13D include (i) 185,694 shares of the Issuers Common Stock owned directly by AI Loxo 2, and (ii) 672,288 shares of the Issuers Common Stock owned directly by AI Life Sciences Investments LLC (AI Life).
185,694 shares of the Issuers Common Stock are held directly by AI Loxo 2. Each of AIM LLC, Access and Len Blavatnik may be deemed to
beneficially own and share voting and investment power over the shares of Common Stock held directly by AI Loxo 2 because AIM LLC manages AI Loxo 2, Access owns all of the outstanding membership interests of AIM LLC, and Len Blavatnik controls each
of Access, AIM LLC and AI Loxo 2. Each of AIM LLC, Access and Len Blavatnik, and each of their affiliated entities and the officers, partners, members and managers thereof, other than AI Loxo 2, disclaims beneficial ownership of the shares of Common
Stock held by AI Loxo 2.
Each of AIH LLC, AIM LLC, Access and Len Blavatnik may be deemed to beneficially own and share voting and
investment power over the shares of Common Stock held directly by AI Life because Access owns all of the outstanding membership interests of AIM LLC, Len Blavatnik controls each of Access and AIM LLC, and AIM LLC controls each of AI Life, AI LSI
Management LLC (the managing member of AI Life) and AI LSI-SPV LLC (which holds certain membership interests in AI Life) and, as a result, may be deemed to share voting and investment power over the shares of Common Stock beneficially owned by AI
Life. Each of AIH LLC, AIM LLC, Access and Len Blavatnik, and each of their affiliated entities and the officers, partners, members and managers thereof, other than AI Life, disclaims beneficial ownership of the shares of Common Stock held by AI
Life.
(c) The following transactions in the Issuers securities have been effected by Reporting
Persons within the 60 days prior to this filing:
On June 4, 2018, AI Loxo 2 made a pro rata distribution of an aggregate of 883,535
shares of Common Stock to its members for no consideration, which were then contributed to the Blavatnik Family Foundation (Foundation), whose trustee is managed by Alex Blavatnik and Lincoln Benet, as a charitable gift.
(d) Not applicable.
(e) On
June 4, 2018, following the transactions reported herein, each of the Reporting Persons ceased to be the beneficial owner of more than 5% of the shares of Common Stock.
Item 6 Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Not Applicable
Item 7 Materials to Be
Filed as Exhibits
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Exhibit
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Description
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99.1.1
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Joint Filing Agreement, dated as of June 5, 2018.
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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: June 5, 2018
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ACCESS INDUSTRIES MANAGEMENT, LLC
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/s/ Alejandro Moreno
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Signature
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Alejandro Moreno / Executive Vice President _
Name/Title
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ACCESS INDUSTRIES, INC.
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/s/ Alejandro Moreno
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Signature
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Alejandro Moreno / Executive Vice President _
Name/Title
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AI LOXO HOLDINGS 2 LLC
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By: Access Industries Management, LLC, its Manager
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/s/ Alejandro Moreno
Signature
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Alejandro Moreno / Executive Vice President_
Name/Title
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ACCESS INDUSTRIES HOLDINGS LLC
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By: Access Industries Management, LLC, its Manager
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/s/ Alejandro Moreno
Signature
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Alejandro Moreno / Executive Vice President_
Name/Title
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*
Signature
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Len Blavatnik
Name
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*
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The undersigned, by signing his name hereto, executes this Schedule 13D pursuant to the Power of Attorney executed on behalf of Mr. Blavatnik (as filed with the SEC on February 13, 2015).
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By:
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/s/ Alejandro Moreno
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Name: Alejandro Moreno
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Attorney-in-Fact
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