0001104659-20-001556.txt : 20200106 0001104659-20-001556.hdr.sgml : 20200106 20200106163640 ACCESSION NUMBER: 0001104659-20-001556 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200106 DATE AS OF CHANGE: 20200106 GROUP MEMBERS: RIDGEBACK CAPITAL INVESTMENTS LTD. GROUP MEMBERS: RIDGEBACK CAPITAL MANAGEMENT LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Spring Bank Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001566373 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 522386345 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89626 FILM NUMBER: 20510238 BUSINESS ADDRESS: STREET 1: 35 PARKWOOD DRIVE STREET 2: SUITE 210 CITY: HOPKINTON STATE: MA ZIP: 01748 BUSINESS PHONE: 508-473-5993 X119 MAIL ADDRESS: STREET 1: 35 PARKWOOD DRIVE STREET 2: SUITE 210 CITY: HOPKINTON STATE: MA ZIP: 01748 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ridgeback Capital Investments L.P. CENTRAL INDEX KEY: 0001423994 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 30 STAR ISLAND DRIVE CITY: MIAMI BEACH STATE: FL ZIP: 33139 BUSINESS PHONE: 212-808-7729 MAIL ADDRESS: STREET 1: 30 STAR ISLAND DRIVE CITY: MIAMI BEACH STATE: FL ZIP: 33139 SC 13G 1 tm201289d1_sc13g.htm SC 13G

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13G

(Amendment No. __)

 

UNDER THE SECURITIES EXCHANGE ACT OF 19341

 

 

Spring Bank Pharmaceuticals, Inc.

(Name of Issuer)

 

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

 

 

849431101

(CUSIP Number)

 

December 27, 2019

(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)

 

 

______________________

 

1 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 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. 849431101 13G Page 2 of 10

 

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Ridgeback Capital Investments L.P.          00-0000000

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a) o
(b) o
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

 

-0-

6.

SHARED VOTING POWER

 

1,142,900

7.

SOLE DISPOSITIVE POWER

 

-0-

8.

SHARED DISPOSITIVE POWER

 

1,142,900

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,142,900

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES**

o
11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.9%

12.

TYPE OF REPORTING PERSON**

 

OO

 

           

** SEE INSTRUCTIONS BEFORE FILLING OUT

 

 

 

 

CUSIP NO. 849431101 13G Page 3 of 10


1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Ridgeback Capital Investments Ltd.           00-0000000

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a) o
(b) o
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

 

-0-

6.

SHARED VOTING POWER

 

1,142,900

7.

SOLE DISPOSITIVE POWER

 

-0-

8.

SHARED DISPOSITIVE POWER

 

1,142,900

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,142,900

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES**

o
11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.9%

12.

TYPE OF REPORTING PERSON**

 

OO

 

 

           

** SEE INSTRUCTIONS BEFORE FILLING OUT

 

 

 

 

CUSIP NO. 849431101 13G Page 4 of 10

 

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Ridgeback Capital Management LP           42-1684320

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a) o
(b) o
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

 

1,142,900

7.

SOLE DISPOSITIVE POWER

 

-0-

8.

SHARED DISPOSITIVE POWER

 

1,142,900

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,142,900

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES**

o
11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.9%

12.

TYPE OF REPORTING PERSON**

 

OO

 

           

** SEE INSTRUCTIONS BEFORE FILLING OUT

 

 

 

 

CUSIP NO. 849431101 13G Page 5 of 10

 

 

Item 1(a). Name of Issuer.

 

Spring Bank Pharmaceuticals, Inc. (the “Company”).

 

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

 

The Company’s principal executive offices are located at 35 Parkwood Drive, Suite 210, Hopkinton, MA 01748.

 

Items 2(a). Name of Person Filing.

 

This statement is filed on behalf of the following persons with respect to shares of common stock of the Company acquired by them (the “Shares”):

 

(i)       Ridgeback Capital Investments L.P., Cayman exempted limited partnership (“RCILP”), with respect to Shares beneficially owned by it;

 

(ii)      Ridgeback Capital Investments Ltd., a Cayman limited company (“RCI”), with respect to Shares beneficially owned by it; and

 

(iii)     Ridgeback Capital Management LP, a Delaware limited partnership (“RCM”), with respect to Shares beneficially owned by it.

 

The foregoing persons are hereinafter referred to collectively as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

Item 2(b).Address of Principal Business Office or, if None, Residence.

 

The address of the principal business office of each of the Reporting Persons is 500 South Pointe Drive, Suite 220, Miami Beach, Florida 33139.

 

Item 2(c).Citizenship.

 

RCILP is a Cayman Island exempted limited partnership. RCI is a Cayman Island limited company. RCM is a Delaware limited partnership.

 

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

 

Common stock, $0.0001 par value per share.

 

 

 

 

CUSIP NO. 849431101 13G Page 6 of 10

 

 

Item 2(e).CUSIP Number.

 

849431101

Item 3.

 

If this statement is filed pursuant to Rules 13d-1(b) or 13d- 2(b) or (c), check whether the person filing is a:

 

  (a) o Broker or dealer registered under Section 15 of the Act,
       
  (b) o Bank as defined in Section 3(a)(6) of the Act,
       
  (c) o Insurance Company as defined in Section 3(a)(19) of the Act,
       
  (d) o Investment Company registered under Section 8 of the Investment Company Act of 1940,
       
  (e) o Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),
       
  (f) o Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F),
       
  (g) o Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G),
       
  (h) o Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
       
  (i) o Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
       
  (j) o A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
       
  (k) o

Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _______________. 

 

Item 4.Ownership.

 

The percentages used herein are calculated based upon 16,476,342 shares outstanding as of November 6, 2019 as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 and filed with the SEC on November 7, 2019. As of the close of business on January 6, 2020, the Reporting Persons beneficially owned shares of the Company’s common stock in the amounts and percentages listed below:

 

 

 

 

CUSIP NO. 849431101 13G Page 7 of 10

 

 

A. Ridgeback Capital Investments L.P.
   
(a) Amount beneficially owned:  1,142,900
   
(b) Percent of class: 6.9%
   
(c) (i) Sole power to vote or direct the vote: -0-
     
  (ii) Shared power to vote or direct the vote:  1,142,900
     
  (iii) Sole power to dispose or direct the disposition:  -0-
     
  (iv) Shared power to dispose or direct the disposition:  1,142,900
     
B. Ridgeback Capital Investments Ltd.
   
(a) Amount beneficially owned:  1,142,900
   
(b) Percent of class: 6.9%
   
(c) (i) Sole power to vote or direct the vote: -0-
     
  (ii) Shared power to vote or direct the vote:  1,142,900
     
  (iii) Sole power to dispose or direct the disposition:  -0-
     
  (iv) Shared power to dispose or direct the disposition:  1,142,900
   
C. Ridgeback Capital Management LP
   
(a) Amount beneficially owned:  1,142,900
   
(b) Percent of class: 6.9%
   
(c) (i) Sole power to vote or direct the vote: -0-
     
  (ii) Shared power to vote or direct the vote:  1,142,900
     
  (iii) Sole power to dispose or direct the disposition:  -0-
     
  (iv) Shared power to dispose or direct the disposition:  1,142,900

 

RCM and RCI do not own any Shares directly. RCI is the general partner of RCILP. Pursuant to an investment management agreement, RCM maintains investment and voting power with respect to the securities held or controlled by RCI. Wayne Holman, an individual, controls RCM. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, RCM and RCI may be deemed to own beneficially all of the Shares (constituting approximately 6.9% of the shares outstanding). Each of RCM and RCI disclaim beneficial ownership of any of the securities covered by this statement, except to the extent of any pecuniary interest therein.

 

 

 

 

CUSIP NO. 849431101 13G Page 8 of 10

 

 

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.

 

To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, a number of the Shares which represents more than five percent of the number of outstanding shares of the Shares.

 

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.Certifications.

 

Each of the Reporting Persons hereby makes the following 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.

 

 

 

 

CUSIP NO. 849431101 13G Page 9 of 10

 

 

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.

 

DATED: January 6, 2020

 

      Ridgeback Capital Investments L.P.

 

 

  By:

 

Ridgeback Capital Investments Ltd.,

      Its General Partner
    By: 

 

/s/ Bud Holman

      Name:  Bud Holman
      Title:  Director

 

      Ridgeback Capital Investments Ltd.
    By:

 

/s/ Bud Holman

      Name: Bud Holman
      Title: Director

 

      Ridgeback Capital Management LP
    By:

 

/s/ Bud Holman

      Name: Bud Holman
      Title: Authorized Signatory

 

 

 

 

CUSIP NO. 849431101 13G Page 10 of 10

 

 

EXHIBIT INDEX

 

Exhibit Number Exhibit Description
   
99.1 Joint Filing Agreement

 

 

 

EX-99.1 2 tm201289d1_ex99-1.htm JOINT FILING AGREEMENT

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that statements on Schedules 13G and/or 13D and Forms 3, 4 and 5 with respect to the shares of common stock of Spring Bank Pharmaceuticals, Inc. and any amendments thereto signed by each of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby further agree that this Joint Filing Agreement may be included as an exhibit to such statements or amendments. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

Dated:January 6, 2020

 

      Ridgeback Capital Investments L.P.
       
    By:

Ridgeback Capital Investments Ltd.,

Its General Partner

       
    By: /s/ Bud Holman
      Name: Bud Holman
      Title: Director

 

 

      Ridgeback Capital Investments Ltd.
    By: /s/ Bud Holman
      Name: Bud Holman
      Title: Director

 

 

      Ridgeback Capital Management LP
    By: /s/ Bud Holman
      Name: Bud Holman
      Title: Authorized Signatory