| [ ] | Rule 13d-1(b) | |
| [X] | Rule 13d-1(c) | |
| [ ] | Rule 13d-1(d) |
CUSIP No. 86627R102 | 13G | Page 2 of 8 Pages |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Point72 Asset Management, L.P. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 3,856,105 (a) (see Item 4) | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 3,856,105 (a) (see Item 4) | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,856,105 (a) (see Item 4) | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6% (a) (see Item 4) | ||
12 | TYPE OF REPORTING PERSON* PN | ||
CUSIP No. 86627R102 | 13G | Page 3 of 8 Pages |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Point72 Capital Advisors, Inc. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 3,856,105 (a) (see Item 4) | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 3,856,105 (a) (see Item 4) | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,856,105 (a) (see Item 4) | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6% (a) (see Item 4) | ||
12 | TYPE OF REPORTING PERSON* CO | ||
CUSIP No. 86627R102 | 13G | Page 4 of 8 Pages |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Steven A. Cohen | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 3,856,105 (a) (see Item 4) | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 3,856,105 (a) (see Item 4) | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,856,105 (a) (see Item 4) | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6% (a) (see Item 4) | ||
12 | TYPE OF REPORTING PERSON* IN | ||
| Item 1(a) | Name of Issuer: |
| Summit Therapeutics PLC | |
| Item 1(b) | Address of Issuer's Principal Executive Offices: |
| 85b Park Drive, Milton Park, Abingdon Oxfordshire, United Kingdom OX14 4RY | |
| Item 2(a) | Name of Person Filing: |
| This statement is filed by: (i) Point72 Asset Management, L.P. (“Point72 Asset Management”) with respect to American Depositary Shares (“ADS”), each representing five (5) Ordinary Shares, par value £0.01 per Share (“Ordinary Shares”), of the Issuer held by certain investment funds it manages; (ii) Point72 Capital Advisors, Inc. (“Point72 Capital Advisors Inc.”) with respect to ADS held by certain investment funds managed by Point72 Asset Management; and (iii) Steven A. Cohen with respect to ADS beneficially owned by Point72 Asset Management and Point72 Capital Advisors Inc. | |
| Point72 Asset Management, Point72 Capital Advisors Inc. and Steven A. Cohen have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act. | |
| Item 2(b) | Address or Principal Business Office: |
| The address of the principal business office of Point72 Asset Management, Point72 Capital Advisors Inc. and Mr. Cohen is 72 Cummings Point Road, Stamford, CT 06902. | |
| Item 2(c) | Citizenship: |
| Point72 Asset Management is a Delaware limited partnership. Point72 Capital Advisors Inc. is a Delaware corporation. Mr. Cohen is a United States citizen. | |
| Item 2(d) | Title of Class of Securities: |
| American Depositary Shares Each Representing five (5) Ordinary Shares, par value £0.01 per share | |
| Item 2(e) | CUSIP Number: |
| 86627R102 | |
| Item 3 | Not Applicable |
| Item 4 | Ownership: |
| The percentages used herein are calculated based upon the Ordinary Shares issued and outstanding immediately following the Issuer’s public offering of ADS as described in the Issuer’s Prospectus on Form 424B4 filed with the Securities and Exchange Commission by the Issuer on March 5, 2015. | |
| As of the close of business on March 10, 2015: | |
| 1. Point72 Asset Management, L.P. | |
| (a) Amount beneficially owned: 3,856,105 (a) | |
| (b) Percent of class: 6.6% (a) | |
| (c)(i) Sole power to vote or direct the vote: -0- | |
| (ii) Shared power to vote or direct the vote: 3,856,105 (a) | |
| (iii) Sole power to dispose or direct the disposition: -0- | |
| (iv) Shared power to dispose or direct the disposition: 3,856,105 (a) | |
| 2. Point72 Capital Advisors, Inc. | |
| (a) Amount beneficially owned: 3,856,105 (a) | |
| (b) Percent of class: 6.6% (a) | |
| (c)(i) Sole power to vote or direct the vote: -0- | |
| (ii) Shared power to vote or direct the vote: 3,856,105 (a) | |
| (iii) Sole power to dispose or direct the disposition: -0- | |
| (iv) Shared power to dispose or direct the disposition: 3,856,105 (a) | |
| 3. Steven A. Cohen | |
| (a) Amount beneficially owned: 3,856,105 (a) | |
| (b) Percent of class: 6.6% (a) | |
| (c)(i) Sole power to vote or direct the vote: -0- | |
| (ii) Shared power to vote or direct the vote: 3,856,105 (a) | |
| (iii) Sole power to dispose or direct the disposition: -0- | |
| (iv) Shared power to dispose or direct the disposition: 3,856,105 (a) | |
| (a) The number of shares reported herein are held as ADS, each of which represents five (5) Ordinary Shares, held by certain investment funds. The percentages are calculated based upon the amount of Ordinary Shares issued and outstanding. | |
| Point72 Asset Management, Point72 Capital Advisors Inc. and Mr. Cohen own directly no ADS nor Ordinary Shares. Pursuant to an investment management agreement, Point72 Asset Management maintains investment and voting power with respect to the securities held by certain investment funds it manages. Point72 Capital Advisors Inc. is the general partner of Point72 Asset Management. Mr. Cohen controls Point72 Capital Advisors Inc. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of Point72 Asset Management, Point72 Capital Advisors Inc. and Mr. Cohen may be deemed to beneficially own 3,856,105 (a) Ordinary Shares (constituting approximately 6.6% (a) of the Ordinary Shares outstanding). Each of Point72 Asset Management, Point72 Capital Advisors Inc. and Mr. Cohen disclaims beneficial ownership of any of the securities covered by this statement. |
| 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. ☐ | |
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person: |
| Not Applicable | |
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
| 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: |
