UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Selecta Biosciences, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
816212104
(CUSIP Number)
Mark A. Haddad
Foley Hoag LLP
155 Seaport Boulevard
Boston, MA 02210
Tel: (617) 832-1000
Fax: (617) 832-7000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 12, 2019
(Date of Event which Requires Filing of this Statement)
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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 816212104 | 13D | Page 2 of 7 Pages |
| 1. | Names of Reporting Persons.
Timothy A. Springer | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
PF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
9,021,159 shares | ||||
| 8. | Shared Voting Power
0 shares | |||||
| 9. | Sole Dispositive Power
9,021,159 shares | |||||
| 10. | Shared Dispositive Power
0 shares | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
9,021,159 shares | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
18.7% | |||||
| 14. | Type of Reporting Person (See Instructions)
IN, OO | |||||
| CUSIP No. 816212104 | 13D | Page 3 of 7 Pages |
| 1. | Names of Reporting Persons.
TAS Partners LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
1,545,576 shares | ||||
| 8. | Shared Voting Power
0 shares | |||||
| 9. | Sole Dispositive Power
1,545,576 shares | |||||
| 10. | Shared Dispositive Power
0 shares | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,545,576 shares | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
3.2% | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| CUSIP No. 816212104 | 13D | Page 4 of 7 Pages |
| 1. | Names of Reporting Persons.
Chafen Lu | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
PF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
86,418 shares | ||||
| 8. | Shared Voting Power
0 shares | |||||
| 9. | Sole Dispositive Power
86,418 shares | |||||
| 10. | Shared Dispositive Power
0 shares | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
86,418 shares | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.2% | |||||
| 14. | Type of Reporting Person (See Instructions)
IN, OO | |||||
| CUSIP No. 816212104 | Page 5 of 7 Pages |
This Amendment No. 3 to the statement on Schedule 13D (this “Statement”) with respect to the shares of common stock, par value $0.0001 per share (the “Shares”), of Selecta Biosciences, Inc., a Delaware corporation (the “Issuer”), originally filed by Timothy A. Springer (“Dr. Springer”), TAS Partners LLC (“TAS”), Chafen Lu (“Dr. Lu” and, collectively, the “Reporting Persons”) and Leukon Investments, LP (“Leukon”) filed on March 27, 2019, as amended by Amendment No. 1 to the statement on Schedule 13D filed on August 23, 2019 and Amendment No. 2 to the statement on Schedule 13D filed on September 16, 2019 (such statement and amendments, as further amended herein, the “Schedule 13D”) amends the Schedule 13D as set forth below.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically amended by this Amendment No. 3, items in the Schedule 13D are unchanged.
Schedule 13D is hereby amended to delete all references to Leukon, as Leukon is no longer a reporting person.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is hereby amended to be supplemented by the following:
On December 12, 2019, the Springer Charitable Trust (the “Trust”), a charitable remainder trust to which Dr. Springer is a beneficiary, made a distribution to Dr. Springer of 1,237,028 Shares in partial satisfaction of the Trust’s obligation to pay Dr. Springer the remainder of the assets of the Trust and in connection with the anticipated termination of the Trust.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of Schedule 13D is hereby amended and restated in full as follows:
The information set forth under Item 3 and the cover page of the Schedule 13D is incorporated herein by reference into this Item 5.
(a) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person’s cover page to this Statement, are based on a total of 48,196,387 Shares issued and outstanding as of November 4, 2019, as reported on the Issuer’s Quarterly Report on Form10-Q, dated November 8, 2019. All of the Share numbers reported below, and on each Reporting Person’s cover page to this Statement, are as of December 12, 2019.
The Reporting Persons, in the aggregate, beneficially own 9,021,159 Shares, representing approximately 18.7% of such class of securities.
Dr. Springer is the beneficial owner of a total of 9,021,159 Shares, representing approximately 18.7% of the outstanding Shares and consisting of (i) 7,293,625 Shares held directly, (ii) 79,130 Shares underlying warrants exercisable within 60 days of December 12, 2019 and held directly, (iii) 16,410 Shares issuable upon exercise of outstanding options within 60 days of December 12, 2019 and held directly, (iv) 1,545,576 Shares held by TAS and (v) 86,418 Shares held by Dr. Lu.
TAS is the beneficial owner of a total of 1,545,576 Shares, representing approximately 3.2% of the outstanding Shares. TAS holds all such Shares directly. Dr. Springer is the sole managing member of TAS.
Dr. Lu is the beneficial owner of a total of 86,418 Shares, representing approximately 0.2% of the outstanding Shares. Dr. Lu holds all such Shares directly. Dr. Lu is the spouse of Dr. Springer.
(b) Dr. Springer exercises sole voting and dispositive power over the Shares held by him directly and the Shares held by TAS. Dr. Springer disclaims beneficial ownership of the Shares held by TAS, except to the extent of his pecuniary interest therein. Dr. Lu exercises sole voting and dispositive power over the Shares held by her directly.
| CUSIP No. 816212104 | Page 6 of 7 Pages |
(c) The Reporting Persons have not engaged in any transactions with respect to the Shares during the 60 days before the date of this filing, except as described herein and in Item 3 of Schedule 13D.
(d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
(e) Not applicable.
[signature page follows]
| CUSIP No. 816212104 | Page 7 of 7 Pages |
SIGNATURES
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: December 16, 2019
/s/ Timothy A. Springer | ||||
Timothy A Springer | ||||
/s/ Chafen Lu | ||||
| Chafen Lu | ||||
| TAS Partners LLC | ||||
| By: | /s/ Timothy A. Springer | |||
| Name: | Timothy A. Springer | |||
| Title: | Manager | |||
