Lyell Immunopharma (LYEL) SC 13G Lyell Immunopharma / NEWTON (PTC) ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )*

LYELL IMMUNOPHARMA, INC.

(Name of Issuer)

COMMON STOCK, $0.0001 PAR VALUE

(Title of Class of Securities)

55083R104

(CUSIP Number)

DECEMBER 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☑ 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. 55083R104 13G Page 2 of 8 Pages

1.	NAMES OF REPORTING PERSONS   I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   Newton (PTC) Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☑
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   British Virgin Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   15,093,969
	6.	SHARED VOTING POWER   0
	7.	SOLE DISPOSITIVE POWER   15,093,969
	8.	SHARED DISPOSITIVE POWER   0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   15,093,969
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   6.28%
12.	TYPE OF REPORTING PERSON   CO

CUSIP No. 55083R104 13G Page 3 of 8 Pages

1.	NAMES OF REPORTING PERSONS   I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   Orland Properties Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☑
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   British Virgin Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   15,093,969
	6.	SHARED VOTING POWER   0
	7.	SOLE DISPOSITIVE POWER   15,093,969
	8.	SHARED DISPOSITIVE POWER   0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   15,093,969
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   6.28%
12.	TYPE OF REPORTING PERSON   CO

CUSIP No. 55083R104 13G Page 4 of 8 Pages

1.	NAMES OF REPORTING PERSONS   I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   Gemini GP Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☑
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   15,093,969
	6.	SHARED VOTING POWER   0
	7.	SOLE DISPOSITIVE POWER   15,093,969
	8.	SHARED DISPOSITIVE POWER   0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   15,093,969
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   6.28%
12.	TYPE OF REPORTING PERSON   CO

CUSIP No. 55083R104 13G Page 5 of 8 Pages

1.	NAMES OF REPORTING PERSONS   I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   Gemini Investments, 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   Cayman Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   15,093,969
	6.	SHARED VOTING POWER   0
	7.	SOLE DISPOSITIVE POWER   15,093,969
	8.	SHARED DISPOSITIVE POWER   0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   15,093,969
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   6.28%
12.	TYPE OF REPORTING PERSON   PN

CUSIP No. 55083R104 13G Page 6 of 8 Pages

Item 1(a). Name of Issuer:

Lyell Immunopharma, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

201 Haskins Way

South San Francisco, California

Item 2.

(a) – (c)        Name of Persons Filing; Address; Citizenship

This statement on Schedule 13(G) is being filed jointly by the following persons, collectively, the “Reporting Persons”:

i. Newton (PTC) Limited

Address: c/o Trident Trust Company (B.V.I.) Limited, Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands

Citizenship: British Virgin Islands

ii. Orland Properties Limited

Address: c/o Trident Trust Company (B.V.I.) Limited, Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands

Citizenship: British Virgin Islands

iii. Gemini GP Limited

Address: c/o Trident Trust Company (Cayman) Limited, One Capital Place, P.O. Box 847, Grand Cayman, KY1-1103, Cayman Islands

Citizenship: Cayman Islands

iv. Gemini Investments, L.P.

Address: c/o Trident Trust Company (Cayman) Limited, One Capital Place, P.O. Box 847, Grand Cayman, KY1-1103, Cayman Islands

Citizenship: Cayman Islands

Item 2(d). Title of Class of Securities:

Common Stock, $0.0001 par value (“Common Stock”)

Item 2(e). CUSIP Number:

55083R104

Item 3. Not applicable.

CUSIP No. 55083R104 13G Page 7 of 8 Pages

Item 4. Ownership.

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages reported are based on 240,471,497 shares of Common Stock outstanding as of November 12, 2021, as reported by the Issuer in its 10-Q filed with the Securities and Exchange Commission on November 12, 2021.

Gemini GP Limited is the general partner of Gemini Investments, L.P., and as such, may be deemed to beneficially own the shares held directly by Gemini Investments, L.P.

Orland Properties Limited wholly owns Gemini GP Limited, and as such, may be deemed to beneficially own the shares beneficially owned by Gemini GP Limited.

Newton (PTC) Limited wholly owns Orland Properties Limited, and as such, may be deemed to beneficially own the shares beneficially owned by Orland Properties Limited.

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 5 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.

Not applicable.

CUSIP No. 55083R104 13G Page 8 of 8 Pages

SIGNATURE

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.

Date: February 14, 2022

NEWTON (PTC) LIMITED

/s/ David Muir

Name: David Muir

Title: President

ORLAND PROPERTIES LIMITED

//s/ David Muir

Name: David Muir

Title: President

GEMINI GP LIMITED

/s/ David Muir

Name: David Muir

Title: President

GEMINI INVESTMENTS, L.P.

By: Gemini GP Limited, its General Partner

/s/ David Muir

Name: David Muir

Title: President