Item 1. Security and Issuer
This Amendment No. 3 to Schedule 13D amends and supplements
the Schedule 13D filed with the Securities and Exchange Commission
(the “SEC”) by the Reporting Persons on November 27, 2020,
Amendment No. 1 thereto filed with the SEC by the Reporting
Persons on December 23, 2020 and Amendment No. 2 thereto
filed with the SEC by the Reporting Persons on March 31, 2021
(together, the “Schedule 13D”). Capitalized terms used but not
defined herein have the meanings ascribed to them in the Schedule
13D. Except as expressly set forth herein, there have been no
changes to the information set forth in the Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) and (b) The information contained on the cover pages to
this Schedule 13D is incorporated herein by reference.
On September 13, 2021, the Issuer entered into an agreement
for an underwritten secondary public offering (the “Secondary
Offering”) by certain existing stockholders of the Issuer,
including the Reporting Persons (the “Selling Stockholders”), of
4,250,000 Common Shares and a 30-day option granted to the
underwriter to purchase up to an additional 637,500 Common Shares
from the Selling Stockholders, at a price to the public of $35.00
per share. On September 16, 2021, the sale of 4,250,000 Common
Shares by the Selling Stockholders was completed.
The Reporting Persons sold an aggregate amount of 1,095,612 Common
Shares in the Secondary Offering at a price (net of underwriting
fees) of $34.62 per share of Common Stock. Specifically, Saratoga
sold 449,713 Common Shares, QVT Family Office Onshore LP sold
90,889 Common Shares, and FF Fund sold 555,010 Common Shares.
The percentage of Common Shares outstanding reported herein is
based on 177,757,669 shares outstanding as of September 10,
2021, as set forth in the Issuer’s Prospectus Supplement on Form
424B5, filed with the Securities and Exchange Commission on
September 15, 2021.
QVT Financial is the investment manager of Saratoga and QVT Family
Office Onshore LP and it provides certain investment advisory
services for FF Fund. QVT Financial has the power to direct the
vote and disposition of the Common Shares held by Saratoga and QVT
Family Office Onshore LP and may be deemed to beneficially own the
Common Shares held by FF Fund, though it disclaims the power to
direct the vote and disposition of FF Fund’s Common Shares.
Aggregately, QVT Financial may be deemed to be the beneficial owner
of 20,128,393 Common Shares, consisting of the Common Shares owned
by Saratoga, QVT Family Office Onshore LP and FF Fund.
QVT Financial GP LLC, as general partner of QVT Financial, may be
deemed to beneficially own the same number of Common Shares
reported by QVT Financial. Fourth GP, as general partner of FF
Fund, may be deemed to beneficially own the aggregate number of
Common Shares owned by FF Fund, and accordingly, Fourth GP may be
deemed to be the beneficial owner of an aggregate amount of
10,196,549 Common Shares.
Each of the Covered Persons disclaims beneficial ownership of the
Common Shares owned by the Reporting Persons.
(c) The reported share amounts for the Reporting Persons reflect
amounts as of the date hereof. Except as set forth in Item 5 (a)
and (b) of this Amendment No. 3, no transactions in the
Common Shares were effected by the Reporting Persons during the
past sixty days.
(d) Not applicable.
(e) Saratoga ceased to be the beneficial owner of more than five
percent of the class of securities on September 16, 2021.
Item 6. Contracts, Arrangements, Understanding or
Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended and supplemented as
follows:
In connection with the Secondary Offering, the Reporting Persons,
along with other selling stockholders, entered into a lock-up agreement with the underwriters
of the Secondary Offering pursuant to which the selling
stockholders agreed to be subject to a lockup for a period lasting
30 days from the date of the underwriting agreement dated
September 13, 2021, subject to certain exceptions.
Item 7. Material to Be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended and supplemented as
follows:
Form of Lock-Up Agreement
(incorporated by reference to Exhibit A of the Underwriting
Agreement filed as Exhibit 1.1 to the Issuer’s current report on
Form 8-K, filed with the
Securities and Exchange Commission on September 16, 2021)
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