Item 1 | (b). | Address of Issuer’s Principal Executive Offices: |
96 Skyway Avenue,
Toronto, Ontario M9W 4Y9
Canada
Item 2 | (a). | Address of Issuer’s Principal Executive Offices: |
This Schedule 13G is being filed by each of the following persons (each, a “Reporting Person” and together, the “Reporting Persons”):
| (i) | Merlin BioMed Private Equity Advisors, LLC |
| (ii) | Merlin Nexus IV, L.P. |
See Exhibit B for the Reporting Persons’ agreement for a joint filing of a single statement on their behalf.
| (b). | Address of Principal Business Office: |
424 West 33rd Street, Suite 520
New York, NY 10001
Merlin BioMed Private Equity Advisors, LLC is a Delaware Limited Liability Company. Merlin Nexus IV, L.P. is a Delaware Limited Partnership. Dominique Sémon is a citizen of Switzerland.
| (d). | Title of Class of Securities: |
Common Stock, No Par Value (the “Common Stock”).
| (e). | Title of Class of Securities: |
89620X506
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: |
Not applicable.
* See Attachment A.
| (a) | Amount beneficially owned: 708,472 |
| (b) | Percent of class: 16.60% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: -0- |
| (ii) | Shared power to vote or to direct the vote: 708,472 |
| (iii) | Sole power to dispose or to direct the disposition of: -0- |
| (iv) | Shared power to dispose or to direct the disposition of: 708,472 |
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. o
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Various other persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from sale of, the securities whose ownership is reported on this Schedule 13G. No other person’s interest in such securities relates to more than five percent of the class.
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.
By signing below I hereby 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.
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.
February 17, 2014
| Merlin Biomed Private Equity Advisors, LLC | |
| | | |
| By: | /s/ Dominique Sémon | |
| | Name: Dominique Sémon | |
| | Title: Managing Member | |
| | | |
| | |
| | | |
| By: | Merlin Nexus IV, LLC, General Partner | |
| | | |
| | /s/ Dominique Sémon | |
| By: | | |
| | | |
| | | |
| | |
| | | |
| By: | | |
| | Name: Dominique Sémon | |
| | | |
ATTACHMENT A
As of December 31, 2014, Merlin Nexus IV, L.P. (“Merlin IV”) was the holder of 708,472 shares of Common Stock, no par value of Trillium Therapeutics Inc. (“Common Stock”). Merlin BioMed Private Equity Advisors, LLC, a Delaware limited liability company (“Merlin”) is the investment adviser to Merlin IV. Dominique Sémon is the Managing Member of Merlin. As of December 31, 2014, Merlin IV, Merlin and Dominique Sémon may be deemed, including by virtue of their mutual affiliation, as sharing voting power and dispositive power, and consequently to be beneficial owners, of the 708,472 shares of Common Stock held by Merlin IV, constituting 16.60% of the outstanding shares of Common Stock. The foregoing percentage is based upon 4,266,584 shares outstanding as of September 30, 2014, as set forth in the Issuer’s Form 20-F/A filed with the SEC on November 26, 2014. The number of shares outstanding gives effect to a reverse stock split of the Issuer’s issued common shares on November 14, 2014 on the basis of 1 post-consolidation common share for 30 pre-consolidation common shares.