CUSIP No. 98985W102
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SCHEDULE 13G/A
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Page 4
of 9 Pages
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1
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NAME OF REPORTING PERSONS
Mr. Ortav Yehudai
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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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
USA
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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
799,722
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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
799,722
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
799,722
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.75%1
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12
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TYPE OF REPORTING PERSON
IN/HC
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1
Based
on a total of 45,829,382 shares outstanding, as reported by the Issuer in its Form 10-Q filed with the SEC on November 3, 2020.
CUSIP
No. 98985W102
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SCHEDULE 13G/A
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Page 5
of 9 Pages
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Item 1.
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(a) Name of Issuer
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Zymeworks Inc.
Item 1.
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(b) Address of Issuer’s Principal
Executive Offices
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Suite
540, 1385 West 8th Avenue,
Vancouver,
British Colombia, Canada V6H 3V9
Item 2.
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(a) Names of Persons Filing:
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Great
Point Partners, LLC
Dr.
Jeffrey R. Jay, M.D.
Mr.
Ortav Yehudai
The
Reporting Persons have entered into a Joint Filing Agreement, dated February 16, 2021, a copy of which is filed with this
Schedule 13G/A as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance
with the provisions of Rule 13d-1(k)(1) under the Act.
Item 2.
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(b) Address
of
Principal
Business Office:
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The address of the principal business office of each of the Reporting Persons is
165 Mason Street, 3rd Floor
Greenwich,
CT 06830
Great Point Partners, LLC is a limited liability company organized under the laws of the State of Delaware. Dr. Jeffrey R. Jay, M.D. is a citizen of the United States. Mr. Ortav Yehudai is a citizen of the United States.
Item 2.
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(d) Title of Class of Securities
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Common Shares, no par value per share
98985W102
CUSIP No. 98985W102
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SCHEDULE 13G/A
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Page 6
of 9 Pages
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Item 3. If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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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 of 1940 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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CUSIP
No. 98985W102
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SCHEDULE 13G/A
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Page
7 of 9 Pages
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Item
4. Ownership
Biomedical Value Fund, L.P. (“BVF”) is the record owner of 351,979 shares (the “BVF Shares”). Great Point Partners, LLC (“Great Point”) is the investment manager of BVF, and by virtue of such status may be deemed to be the beneficial owner of the BVF Shares. Each of Dr. Jeffrey R. Jay, M.D. (“Dr. Jay”), as senior managing member of Great Point, and Mr. Ortav Yehudai (“Mr. Yehudai”), as Managing Director of Great Point, has voting and investment power with respect to the BVF Shares, and therefore may be deemed to be the beneficial owner of the BVF Shares.
Biomedical Offshore Value Fund, Ltd. (“BOVF”) is the record owner of 447,743 shares (the “BOVF Shares”). Great Point is the investment manager of BOVF, and by virtue of such status may be deemed to be the beneficial owner of the BOVF Shares. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Yehudai, as Managing Director of Great Point, has voting and investment power with respect to the BOVF Shares, and therefore may be deemed to be the beneficial owner of the BOVF Shares.
Notwithstanding
the above, Great Point, Dr. Jay and Mr. Yehudai disclaim beneficial ownership of the BVF Shares and the BOVF Shares, except to the
extent of their respective pecuniary interests.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
1.
Great Point Partners, LLC
(a)
Amount beneficially owned: 799,722
(b)
Percent of class: 1.75%1
(c)
Number of shaes as to which the person has:
(i)
Sole power to vote or direct the vote: 0
(ii)
Shared power ot vote or direct the vote: 799,722
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 799,722
2.
Dr. Jeffrey R. Jay, M.D.
(a)
Amount beneficially owned: 799,722
(b)
Percent of class: 1.75%1
(c)
Number of shaes as to which the person has:
(i)
Sole power to vote or direct the vote: 0
(ii)
Shared power ot vote or direct the vote: 799,722
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 799,722
3.
Mr. Ortav Yehudai
(a)
Amount beneficially owned: 799,722
(b)
Percent of class: 1.75%1
(c)
Number of shaes as to which the person has:
(i)
Sole power to vote or direct the vote: 0
(ii)
Shared power ot vote or direct the vote: 799,722
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 799,722
1
Based
on a total of 45,829,382 shares outstanding, as reported by the Issuer in its Form 10-Q filed with the SEC on November 3, 2020.
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 [X].
Item
6. Ownership of More Than Five Percent on Behalf of Another Person
See
Item 4.
Item
7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person
Not Applicable.
Item
8. Identification and Classification of Members of the Group
Not Applicable.
Item
9. Notice of Dissolution of Group
Not Applicable.
Item
10. 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.
CUSIP No. 98985W102
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SCHEDULE 13G/A
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Page
8 of 9 Pages
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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.
Dated: February 16, 2021
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Great Point Partners, LLC
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By:
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/s/
Dr. Jeffrey R. Jay, M.D.
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Dr. Jeffrey R. Jay, M.D., as Senior Managing Member
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Dr. Jeffrey R. Jay, M.D.
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By:
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/s/
Dr. Jeffrey R. Jay, M.D.
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Dr. Jeffrey R. Jay, M.D.
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Mr.
Ortav Yehudai
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By:
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/s/
Mr. Ortav Yehudai
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Mr. Ortav Yehudai
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(i) Each of them is individually eligible to use the Schedule 13G/A to which this Exhibit is attached, and such Schedule 13G/A is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule 13G/A and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.