SPRO Spero Therapeutics Inc

Item 1.  Security and Issuer.

This Amendment No. 7 to Schedule 13D (this “Statement”) amends and supplements the statement on Schedule 13D originally filed on November 16, 2017 and amended on July 17, 2018, September 19, 2018, February 14, 2020, June 4, 2020, December 7, 2020, and September 16, 2021 (the “Schedule 13D”) with respect to the shares of common stock, par value $0.001 per share (the “Common Stock”), of Spero Therapeutics, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 675 Massachusetts Avenue, 14^th Floor, Cambridge, Massachusetts 02139.

Item 2. Identity and Background.

The response set forth in Item 2 of the Schedule 13D is hereby amended by deleting Schedule 1 in its entirety and replacing it with Schedule 1 attached.

Item 3. Source or Amount of Funds or Other Consideration.

The response set forth in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following:

GSK plc, through its wholly-owned indirect subsidiary GGL, acquired from the Issuer 7,450,000 shares of Common Stock on November 7, 2022 through transactions contemplated by the SPA (as defined below), at a purchase price of approximately $1.20805 per share, for an aggregate purchase price of $9.0 million. The consideration was obtained from the working capital paid by GGL.

Item 4.  Purpose of Transaction.

Item 4 is amended by adding the following:

License Agreement with GSK

On September 21, 2022, the Issuer entered into a license agreement (the “License Agreement”) with GlaxoSmithKline Intellectual Property (No. 3) Limited (“GIP”). Pursuant to the terms of the License Agreement, the Issuer granted GIP an exclusive royalty-bearing license, with the right to grant sublicenses, under the Issuer’s intellectual property and regulatory documents and a sublicense under certain intellectual property of Meiji Seika Pharma Co., Ltd. (“Meiji”) and Meiji’s regulatory documents to develop, manufacture and commercialize tebipenem pivoxil and tebipenem HBr and products that contain tebipenem pivoxil and tebipenem HBr (the “GSK Licensed Products”) in all territories, except certain Asian countries previously licensed to Meiji (Japan, Bangladesh, Brunei, Cambodia, China, Indonesia, Laos, Malaysia, Myanmar, Philippines, Singapore, South Korea, Taiwan, Thailand and Vietnam, or the “Meiji Territory”) (the “GSK Territory”). If the Issuer’s license with Meiji is terminated, or if Meiji forfeits or loses its rights to develop, manufacture and commercialize tebipenem HBr and products that contain tebipenem HBr in any countries in the Meiji Territory, then GIP will have an exclusive first right to negotiate with Spero to add any such countries to the GSK Territory.

Share Purchase Agreement

On November 7, 2022 (the "Closing Date"), Glaxo Group Limited ("GGL"), an indirect,wholly-owned subsidiary of the Reporting Person, purchased 7,450,000 shares (the "Shares") of the Issuer's Common Stock, at a purchase price of approximately $1.20805 per share, for an aggregate purchase price of $9.0 million, pursuant to a stock purchase agreement dated as of September 21, 2022 (the "Effective Date") between the Issuer and GGL (the "SPA").

The SPA contains the following standstill, lock-up and registration rights provisions:

The foregoing is only a summary of the material terms of the License Agreement and SPA and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by the attached exhibits.

Item 5.  Interest in Securities of the Issuer.

The response set forth in Item 5 of the Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing it with the following:

(a), (b) The information contained in rows 7, 8, 9, 10, 11, and 13 on each of the cover pages of this Statement is incorporated by reference in its entirety into this Item 5.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is amended by adding the following:

Except as disclosed in Item 4 of this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between GSK plc or any of its subsidiaries and any other person with respect to any securities of the Company.

Item 7. Material to Be Filed as Exhibits.

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: November 14, 2022

Schedule 1