1
|
NAMES OF REPORTING PERSONS
Baker Bros. Advisors LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
4,181,872 (1)
|
6
|
SHARED VOTING POWER
-0-
|
7
|
SOLE DISPOSITIVE POWER
4,181,872 (1)
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,181,872 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ¨
(See Instructions)
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99% (1)(2)
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IA, PN
|
1) Includes 2,473,400 shares of Common Stock issuable upon exercise
of the Pre-Funded Warrants (as defined in Item 4 and subject to the limitations as described therein) directly held by the Funds
(as defined below).
(2) Based on 39,387,339 shares of Common Stock outstanding as
of October 31, 2019, as reported in the Issuer’s Form 10-Q filed with the SEC on November 5, 2019, plus 2,473,400 shares
of Common Stock issuable upon the exercise of the Pre-Funded Warrants (as defined in Item 4 and subject to the limitations as described
therein).
1
|
NAMES OF REPORTING PERSONS
Baker Bros. Advisors (GP) LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
4,181,872 (1)
|
6
|
SHARED VOTING POWER
-0-
|
7
|
SOLE DISPOSITIVE POWER
4,181,872 (1)
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,181,872 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ¨
(See Instructions)
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99% (1)(2)
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
HC, OO
|
1) Includes 2,473,400 shares of Common Stock issuable upon exercise
of the Pre-Funded Warrants (as defined in Item 4 and subject to the limitations as described therein) directly held by the Funds
(as defined below).
(2) Based on 39,387,339 shares of Common Stock outstanding as
of October 31, 2019, as reported in the Issuer’s Form 10-Q filed with the SEC on November 5, 2019, plus 2,473,400 shares
of Common Stock issuable upon the exercise of the Pre-Funded Warrants (as defined in Item 4 and subject to the limitations as described
therein).
1
|
NAMES OF REPORTING PERSONS
Felix J. Baker
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
4,181,872 (1)
|
6
|
SHARED VOTING POWER
-0-
|
7
|
SOLE DISPOSITIVE POWER
4,181,872 (1)
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,181,872 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ¨
(See Instructions)
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99% (1)(2)
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN, HC
|
1) Includes 2,473,400 shares of Common Stock issuable upon exercise
of the Pre-Funded Warrants (as defined in Item 4 and subject to the limitations as described therein) directly held by the Funds
(as defined below).
(2) Based on 39,387,339 shares of Common Stock outstanding as
of October 31, 2019, as reported in the Issuer’s Form 10-Q filed with the SEC on November 5, 2019, plus 2,473,400 shares
of Common Stock issuable upon the exercise of the Pre-Funded Warrants (as defined in Item 4 and subject to the limitations as described
therein).
1
|
NAMES OF REPORTING PERSONS
Julian C. Baker
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
4,181,872 (1)
|
6
|
SHARED VOTING POWER
-0-
|
7
|
SOLE DISPOSITIVE POWER
4,181,872 (1)
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,181,872 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ¨
(See Instructions)
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99% (1)(2)
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN, HC
|
1) Includes 2,473,400 shares of Common Stock issuable upon exercise
of the Pre-Funded Warrants (as defined in Item 4 and subject to the limitations as described therein) directly held by the Funds
(as defined below).
(2) Based on 39,387,339 shares of Common Stock outstanding as
of October 31, 2019, as reported in the Issuer’s Form 10-Q filed with the SEC on November 5, 2019, plus 2,473,400 shares
of Common Stock issuable upon the exercise of the Pre-Funded Warrants (as defined in Item 4 and subject to the limitations as described
therein).
Amendment No. 1 to Schedule 13G
This Amendment No. 1 to Schedule 13G amends the previously filed
Schedule 13G filed by Baker Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors (GP) LLC (the “Adviser GP”),
Julian C. Baker and Felix J. Baker (collectively, the “Reporting Persons”). Except as supplemented herein, such statements,
as heretofore amended and supplemented, remain in full force and effect.
|
Item 1(a)
|
Name of Issuer:
|
Zymeworks Inc. (the “Issuer”)
|
Item 1(b)
|
Address of Issuer’s Principal Executive Offices:
|
Suite 540, 1385 West 8th
Avenue
Vancouver, British Columbia Canada
V6H 3V9
|
Item 2(a)
|
Name of Person Filing:
|
This Amendment No. 1 is being filed jointly by the Reporting
Persons.
|
Item 2(b)
|
Address of Principal Business Office or, if None, Residence:
|
The business address of each of
the Reporting Persons is:
c/o Baker Bros. Advisors LP
860 Washington Street, 3rd
Floor
New York, NY 10014
(212) 339-5690
The Adviser is a limited partnership organized under
the laws of the State of Delaware. The Adviser GP is a limited liability company organized under the laws of the State of Delaware.
The citizenship of each of Julian C. Baker and Felix J. Baker is the United States of America.
|
Item 2(d)
|
Title of Class of Securities:
|
Common
Stock, no par value (“Common Stock”)
98985W102
|
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(b) or (c), check whether the person filing is a:
|
(a) ¨
Broker or dealer registered under Section 15 of the Exchange Act.
(b) ¨
Bank as defined in section 3(a)(6) of the Exchange Act.
(c) ¨
Insurance company as defined in section 3(a)(19) of the Exchange Act.
(d) ¨
Investment company registered under section 8 of the Investment Company Act of 1940.
(e) x
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) ¨
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g) x
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h) ¨
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(i) ¨
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.
(j) ¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Items 5 through 9 and 11 of each of the cover pages to this
Amendment No. 1 are incorporated herein reference. Set forth below is the aggregate number of shares of Common Stock of the Issuer
directly held by each of the 667, L.P. and Baker Brothers Life Sciences, L.P. (collectively the “Funds”), which may
be deemed to be indirectly beneficially owned by the Reporting Persons. The information set forth below is based on 39,387,339
shares of Common Stock outstanding as of October 31, 2019, as reported in the Issuer’s Form 10-Q filed with the SEC on November
5, 2019, plus 2,473,400 shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants (as defined below and subject
to the limitations as described below).
Such percentage figures were calculated in accordance with Rule
13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Name
|
|
Number of Shares
of Common Stock
we own or have
the right to acquire
within 60 days
|
|
|
Percent of
Class
Outstanding
|
|
667, L.P.
|
|
|
513,520
|
|
|
|
1.3
|
%
|
Baker Brothers Life Sciences, L.P.
|
|
|
4,013,304
|
|
|
|
9.6
|
%
|
The warrants have an exercise price of $0.0001 per share with
no expiration date (the “Pre-Funded Warrants”). The Pre-Funded Warrants are only exercisable to the extent that after
giving effect to such exercise the holders thereof and their affiliates would beneficially own, for purposes of Rule 13d-3 under
the Exchange Act, no more than 9.99% of the outstanding shares of Common Stock (“Maximum Percentage”). By written notice
to the Issuer, the Funds may from time to time increase or decrease the Maximum Percentage applicable to that Fund to any other
percentage not in excess of 19.99%. Any such change will not be effective until the 61st day after such notice is delivered
to the Issuer. As a result of this restriction, the number of shares that may be issued upon exercise of the Pre-Funded Warrants
by the above holders may change depending upon changes in the outstanding shares of Common Stock.
As a result of this restriction, the number of shares that may
be issued upon exercise of the Pre-Funded Warrants by the above holders may change depending upon changes in the outstanding shares
of Common Stock.
Pursuant to the management agreements, as amended, among the
Adviser, the Funds and their respective general partners, the Funds’ respective general partners relinquished to the Adviser
all discretion and authority with respect to the investment and voting power of the securities held by the Funds, and thus the
Adviser has complete and unlimited discretion and authority with respect to the Funds’ investments and voting power over
investments.
The Adviser GP, Felix J. Baker and Julian C. Baker as managing
members of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the
Funds.
|
Item 5.
|
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 five percent of the class of securities, check the following ¨. N/A
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another
Person.
|
The information in Item 4 is incorporated herein by
reference.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
|
The information in Item
4 is incorporated herein by reference.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
N/A
|
Item 9.
|
Notice of Dissolution of Group.
|
N/A
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
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.
February 14,
2020
|
BAKER BROS. ADVISORS LP
|
|
|
|
By: Baker Bros. Advisors (GP) LLC, its general partner
|
|
|
|
|
By:
|
/s/ Scott L. Lessing
|
|
|
Name: Scott L. Lessing
Title: President
|
|
BAKER BROS. ADVISORS (GP) LLC
|
|
|
|
|
By:
|
/s/ Scott L. Lessing
|
|
|
Name: Scott L. Lessing
Title: President
|
|
/s/ Julian C. Baker
|
|
Julian C. Baker
|
|
|
|
/s/ Felix J. Baker
|
|
Felix J. Baker
|