SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 14)*
| Regeneron Pharmaceuticals, Inc. |
| (Name of Issuer) |
| Common Stock, $0.001 par value |
| (Title of Class of Securities) |
| 75886F 10 7 |
| (CUSIP Number) |
Karen Linehan
Executive Vice President, Legal Affairs and General Counsel
Sanofi
54, rue La Boétie, 75008
Paris, France
Telephone: +33 1 53 77 40 00
Copy to:
Michael J. Aiello, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
| (212) 310-8000 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| December 5, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be 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).
13D
| 1 | NAMES OF REPORTING PERSONS | | |
| Sanofi | | |
| | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| | (b) | ☐ |
| | |
| 3 | SEC USE ONLY | | |
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| | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
| WC | | |
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| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ |
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| | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| The Republic of France | | |
| | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
| -0- | | |
| | |
| 8 | SHARED VOTING POWER | | |
| 23,350,365 (1) | | |
| | |
| 9 | SOLE DISPOSITIVE POWER | | |
| -0- | | |
| | |
| 10 | SHARED DISPOSITIVE POWER | | |
| 23,350,365 (1) | | |
| | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| 23,350,365 (1) | | |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ |
| | | |
| | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
| 21.6% (2) | | |
| | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | |
| CO | | |
| | |
(1) 20,550,813 shares of Common Stock are held directly by Sanofi and 2,799,552 shares of Common Stock are held directly by Aventisub LLC (“Aventisub”). Aventisub is an indirect, wholly-owned subsidiary of Sanofi, and is the successor by merger to Aventis Pharmaceuticals Inc. (“Aventis”). See Item 5 of the Schedule 13D. Pursuant to the Amended and Restated Investor Agreement, dated as of January 11, 2014, by and among Sanofi, sanofi-aventis US LLC, Aventis, sanofi-aventis Amérique du Nord (collectively, the “Sanofi Parties”) and Regeneron Pharmaceuticals, Inc. (the “Company”), the Sanofi Parties have agreed to vote their respective shares of the Company, subject to specified exceptions, in accordance with the recommendation of the Company’s Board of Directors.
(2) Calculation based on 107,946,794 shares of Common Stock outstanding as of October 24, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2019.
This Amendment No. 14 (“Amendment No. 14”) amends the Statement on Schedule 13D first filed with the Securities and Exchange Commission on January 14, 2014, as amended (the “Schedule 13D”), and is filed by Sanofi (“Sanofi” or the “Reporting Person”) with respect to the common stock, $0.001 par value per share (the “Common Stock”), of Regeneron Pharmaceuticals, Inc. (the “Issuer” or the “Company”). Capitalized terms used herein but not otherwise defined herein have the meanings given to them in the Schedule 13D.
| Item 2. | Identity and Background. |
Item 2 of the Schedule 13D is supplemented as follows:
Schedule I of the Schedule 13D is replaced with Schedule I to this Amendment No. 14. During the last five years, to the best of the Reporting Person’s knowledge, none of the Scheduled Persons has been (1) convicted in a criminal proceeding (excluding traffic violations and other similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is supplemented as follows:
Following the expiration of the “Lock-Up Term” as defined in the Amended Investor Agreement, as amended by the Letter Agreement (i.e., generally beginning after December 20, 2020), the Reporting Person may dispose of its interest in all or a portion of the Common Stock beneficially owned by it at any time or from time to time, in public offerings, market or private transactions, through derivatives, or otherwise, at prices and other terms acceptable to the Reporting Person, depending on the Reporting Person’s preferred allocation of capital, alternative investment opportunities, market conditions, the price of the Common Stock and other factors that the Reporting Person deems relevant to its investment in the Company. Additionally, the Reporting Person may use all or a portion of the Common Stock beneficially owned by it as collateral following the expiration of the “Lock-Up Term”. Any such disposition or use of collateral will be effected in accordance with the terms of the Amended Investor Agreement (as amended by the Letter Agreement), including the limitations set forth in Section 5 of the Amended Investor Agreement. The foregoing is subject to change at any time.
| Item 5. | Interests in the Securities of the Issuer. |
Item 5 of the Schedule 13D is supplemented as follows:
(a) and (b) The responses of the Reporting Person to Rows (7) through (13) of the cover page of this Amendment No. 14 as of December 9, 2019, are incorporated herein by reference. As of December 9, 2019, the Reporting Person beneficially owned 23,350,365 shares of Common Stock, representing approximately 21.6% of the shares of Common Stock outstanding (based on 107,946,794 shares of Common Stock outstanding as of October 24, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2019). The Reporting Person may be deemed to have shared voting and dispositive power with respect to the shares of Common Stock directly owned by Aventisub, its subsidiary.
To the Reporting Person’s knowledge, none of the directors or executive officers of the Reporting Persons listed on Schedule I to the Schedule 13D beneficially owns any shares of Common Stock as of December 9, 2019.
(c) During the last sixty days through and including December 9, 2019, no transactions were effected in the Common Stock by the Reporting Person.
To the Reporting Person’s knowledge, none of the directors or executive officers of the Reporting Person listed on Schedule I to the Schedule 13D effected transactions in the Common Stock during the period described above.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 9, 2019 | |
| | |
| | SANOFI |
| | |
| | By: | /s/ Alexandra Roger | |
| | Name: | Alexandra Roger |
| | Title: | Attorney-in-fact |
SCHEDULE I
Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of
SANOFI
The name, business address and present principal occupation or employment of each of the directors and executive officers of Sanofi are set forth below. Unless otherwise indicated, the business address of each director and executive officer is Sanofi, 54 rue La Boétie, 75008 Paris, France. Unless otherwise indicated, each director and executive officer is a citizen of France.
DIRECTORS
| Name | Present Principal Occupation or Employment and Name and Principal Address of Corporation in which Employment is Conducted at Sanofi |
| | |
Serge Weinberg | Chairman of the Board of Directors of Sanofi, Chairman of Weinberg Capital Partners |
| | |
Paul Hudson English citizenship | Chief Executive Officer of Sanofi |
| | |
Laurent Attal | Director at Sanofi, Executive Vice President–Research and Innovation at L’Oréal |
| | |
Emmanuel Babeau | Independent Director at Sanofi, Deputy Chief Executive Offer – Finance & Legal Affairs of Schneider Electric |
| | |
Christopher Babule | Director at Sanofi, Executive Vice President, Chief Financial Officer of L’Oréal |
| | |
Bernard Charlès | Independent Director at Sanofi, Vice Chairman of the Board of Directors and CEO of Dassault Systèmes SE |
| | |
Claudie Haigneré | Independent Director |
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Patrick Kron | Independent Director at Sanofi, Chairman and CEO of Imerys , Chairman of Truffle Capital |
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Fabienne Lecorvaisier | Independent Director at Sanofi, Executive Vice President, Chief Financial Officer and Executive Committee Member of Air Liquide |
| | |
Melanie Lee English citizenship | Independent Director at Sanofi, Chief Executive Officer of LifeArc |
| | |
Suet-Fern Lee Singaporean citizenship | Independent Director at Sanofi, Senior Partner at Morgan Lewis Stamford LLC and Chairwoman of the International Leadership Team of Morgan Lewis & Bockius LLP |
| Name | Present Principal Occupation or Employment and Name and Principal Address of Corporation in which Employment is Conducted at Sanofi |
| | |
Carole Piwnica Belgian citizenship | Independent Director at Sanofi, Founder and Director of Naxos UK Ltd |
| | |
Diane Souza U.S. citizenship | Independent Director at Sanofi, Member of the Board of Director of Amica Insurance Companies |
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Thomas Südhof German and U.S. citizenship | Independent Director at Sanofi, Avram Goldstein Professor at the Department of Molecular & Cellular Physiology, Stanford University School of Medicine (United States) |
| | |
Marion Palme German citizenship | Director representing employees |
| | |
Christian Senectaire | Director representing employees |
EXECUTIVE OFFICERS
| Name | Present Principal Occupation or Employment and Name and Principal Address of Corporation in which Employment is Conducted at Sanofi |
| | |
Paul Hudson British citizenship | Chief Executive Officer of Sanofi |
| | |
Olivier Charmeil | Executive Vice President, China and Emerging Markets |
| | |
Jean-Baptiste Chasseloup de Chatillon | Executive Vice President, Chief Financial Officer |
| | |
Karen Linehan U.S. and Irish citizenship | Executive Vice President, Legal Affairs and General Counsel |
| | |
David Loew Swiss citizenship | Executive Vice President, Sanofi Pasteur |
| | |
Philippe Luscan | Executive Vice President, Global Industrial Affairs |
| | |
Alan Main English citizenship | Executive Vice President, Consumer Healthcare |
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Ameet Nathwani English citizenship | Chief Digital Officer, Chief Medical Officer and Executive Vice President Medical |
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Dominique Carouge | Executive Vice President, Business Transformation |
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Caroline Luscombe English citizenship | Executive Vice President, Human Resources |
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Bill Sibold U.S. and Canadian citizenship Business address: 50 Binney Street Cambridge, MA 02142 | Executive Vice President, Sanofi Genzyme |
| | |
Kathleen Tregoning U.S. citizenship Business address: 1455 Pennsylvania Avenue Washington, DC 20001 | Executive Vice President, External Affairs |
| Name | Present Principal Occupation or Employment and Name and Principal Address of Corporation in which Employment is Conducted at Sanofi |
| | |
John Reed U.S. citizenship Business address: 640 Memorial Drive Cambridge, MA 02139 | Executive Vice President, Global Head of Research and Development |
| | |
Dieter Weinand U.S. citizenship Business address: 55 Corporate Drive Bridgewater, NJ 08807 | Executive Vice President, Primary Care |
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