| UNITED STATES | |
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Millendo Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o | Rule 13d-1(b) |
x | Rule 13d-1(c) |
o | Rule 13d-1(d) |
*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 the disclosures provided in a prior cover page.
The information required in 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. 60040X103 | 13G | Page 2 of 5 Pages |
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| 1 | Names of Reporting Persons SHAM Innovation Sante SAS |
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| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | o |
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| 3 | SEC Use Only |
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| 4 | Citizenship or Place of Organization Switzerland |
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Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 678,532 |
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6 | Shared Voting Power 0 |
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7 | Sole Dispositive Power 678,532 |
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8 | Shared Dispositive Power 0 |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 678,532 |
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| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o |
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| 11 | Percent of Class Represented by Amount in Row (9) 5.3% |
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| 12 | Type of Reporting Person CO |
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CUSIP No. 60040X103 | 13G | Page 3 of 5 Pages |
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Item 1(a). | Name of Issuer: Millendo Therapeutics, Inc. (the “Issuer”) |
Item 1(b). | Address of Issuer’s Principal Executive Offices: The Issuer’s principal executive offices are located at 301 N. Main Street, Suite 100, Ann Arbor, MI 48104 |
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Item 2(a). | Name of Persons Filing: SHAM Innovation Sante SAS |
Item 2(b). | Address of Principal Business Office or, if none, Residence: The address of the principal business office of SHAM Innovation Sante SAS is 18 Rue Edouard ROCHET, 69008 Lyon, France. |
Item 2(c). | Citizenship: France |
Item 2(d). | Title of Class of Securities: Common stock, $0.001 par value (the “Common Stock”). |
Item 2(e). | CUSIP Number: 60040X103 |
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Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| Not applicable. |
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CUSIP No. 60040X103 | 13G | Page 4 of 5 Pages |
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Item 4. | Ownership. |
| (a) | 678,532 |
| (b) | 5.3% |
| (c) | Number of shares as to which such person has: |
| | (i) | Sole power to vote or to direct the vote: 678,532 |
| | (ii) | Shared power to vote or to direct the vote: 0 |
| | (iii) | Sole power to dispose or to direct the disposition: 678,532 |
| | (iv) | Shared power to dispose or to direct the disposition: 0 |
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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. |
| Not applicable. |
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Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| Not applicable. |
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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. |
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Item 8. | Identification and Classification of Members of the Group. |
| Not applicable. |
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Item 9. | Notice of Dissolution of Group. |
| Not applicable. |
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| CUSIP No. 60040X103 | 13G | Page 5 of 5 Pages |
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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. |
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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.
Dated December 17, 2018
SHAM INNOVATION SANTE SAS |
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By: | /s/ Christophe Dumas | |
| General Secretary |