On May 2, 2017, the closing date of the Issuer’s IPO, Novo Holdings A/S purchased from the underwriters in the offering 740,740 ADRs at a price of $13.50 per ADR; each ADR represent 8 ordinary shares (totaling 5,925,920 ordinary shares).
Item 4. Purpose of Transaction
The acquisitions of Issuer securities made by Novo Holdings A/S, as described in this Schedule 13D, were for investment purposes. Novo Holdings A/S intends to review its investments in the Issuer on a continuing basis and any actions Novo Holdings A/S might undertake will be dependent upon its review of numerous factors from time to time, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Novo Holdings A/S may, at any time and from time to time, acquire additional securities of the Issuer, or retain or sell all or a portion of the securities of the Issuer then held, in the open market or in privately negotiated transactions. Other than as described herein, Novo Holdings A/S currently does not have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, Novo Holdings A/S may change its purpose or formulate different plans or proposals with respect thereto at any time.
Martin Edwards, a member of the board of directors of the Issuer as of April 1, 2019, is a part time employee of Novo Holdings A/S. Mr. Edwards’ appointment to the Board of the Issuer is not at the request of Novo Holdings A/S and Mr. Edwards is not a designee of Novo Holdings A/S. Mr. Edwards is not deemed a beneficial owner of, and does not have a reportable pecuniary interest in, the Novo Shares (as defined below).
Item 5. Interest in Securities of the Issuer
(a) Novo Holdings A/S beneficially owns 14,159,611 ordinary shares (the “Novo Shares”), representing approximately 13.21% of the Issuer’s outstanding ordinary shares, based upon 105,381,250 ordinary shares outstanding as of March 25, 2019, reported in the Issuer’s Form6-K filed with the SEC on March 26, 2019.
The Novo Shares consist of (a) 6,464,065 ordinary shares, (b) 740,740 ADRs that each represent 8 ordinary shares (totaling 5,925,920 ordinary shares) and (c) vested warrants to purchase 1,769,626 ordinary shares (or 221,203 ADRs, at the election of Novo Holdings A/S) held directly by Novo Holdings A/S.
(b) Novo Holdings A/S is a Danish limited liability company wholly owned by the Novo Nordisk Foundation. Novo Holdings A/S, through its Board of Directors (the “Novo Board”), has the sole power to vote and dispose of the Novo Shares. The Novo Board may exercise voting and dispositive control over the Novo Shares with approval by a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Novo Shares.
(c) Novo Holdings A/S has not effected any transactions in the Issuer’s ordinary shares within the past 60 days and neither the Foundation nor any person listed on Schedule I has effected any transactions in the Issuer’s ordinary shares within the past 60 days.
(d) Novo Holdings A/S does not know of any other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Issuer’s ordinary shares held in the name of the Novo Holdings A/S and reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Not applicable.
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