0001104659-17-074069.txt : 20171219 0001104659-17-074069.hdr.sgml : 20171219 20171219170250 ACCESSION NUMBER: 0001104659-17-074069 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20171219 DATE AS OF CHANGE: 20171219 GROUP MEMBERS: NOVARTIS INSTITUTES FOR BIOMEDICAL RESEARCH, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADURO BIOTECH, INC. CENTRAL INDEX KEY: 0001435049 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88812 FILM NUMBER: 171264696 BUSINESS ADDRESS: STREET 1: 740 HEINZ AVENUE CITY: BERKELEY STATE: CA ZIP: 94710 BUSINESS PHONE: 510-848-4400 MAIL ADDRESS: STREET 1: 740 HEINZ AVENUE CITY: BERKELEY STATE: CA ZIP: 94710 FORMER COMPANY: FORMER CONFORMED NAME: ADURO BIOTECH DATE OF NAME CHANGE: 20080514 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NOVARTIS AG CENTRAL INDEX KEY: 0001114448 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: V8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: LICHTSTRASSE 35 CITY: BASEL STATE: V8 ZIP: CH 4056 BUSINESS PHONE: 01141613241111 MAIL ADDRESS: STREET 1: LICHTSTRASSE 35 CITY: BASEL STATE: V8 ZIP: CH 4056 SC 13G/A 1 a17-27581_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934*
(Amendment No. 1)*

 

Aduro Biotech, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00739L 10 1

(CUSIP Number)

December 19, 2017

(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).

 



 

 

1

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
NOVARTIS INSTITUTES FOR BIOMEDICAL RESEARCH, INC.

 

 

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
3,170,528

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
3,170,528

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,170,528

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11

Percent of Class Represented by Amount in Row 9
4.1%

 

 

12

Type of Reporting Person
CO

 

2



 

 

1

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
NOVARTIS AG

 

 

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
SWITZERLAND

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
3,170,528

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
3,170,528

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,170,528

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11

Percent of Class Represented by Amount in Row 9
4.1%

 

 

12

Type of Reporting Person
CO

 

3



 

Item 1(a).

Name of Issuer:

 

Aduro Biotech, Inc. (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

740 Heinz Avenue, Berkeley, CA 94710

 

Item 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 Issuer:

 

(i)             Novartis Institutes for BioMedical Research, Inc.

 

(ii)          Novartis AG.

 

The foregoing persons are hereinafter referred to collectively as the “Reporting Persons.”

 

Item 2(b).

Address of Principal Business Office or, if none, Residence:

 

The address of the principal business office of Novartis Institutes for BioMedical Research, Inc. is 250 Massachusetts Avenue, Cambridge MA 02139.

 

The address of the principal business office of Novartis AG is Lichtstrasse 35, 4056 Basel, Switzerland.

 

Item 2(c).

Citizenship:

 

Novartis Institutes for BioMedical Research, Inc. is a corporation organized under the laws of the State of Delaware and is an indirect wholly-owned subsidiary of Novartis AG.

 

Novartis AG is a corporation organized under the laws of Switzerland and is the publicly owned parent of Novartis Institutes for BioMedical Research, Inc.

 

Item 2(d).

Title of Class of Securities:

 

Common Stock, par value $0.0001 per share (the “Common Stock”)

 

Item 2(e).

CUSIP Number:

 

00739L 10 1

 

Item 3.

Not applicable.

 

4



 

Item 4.

Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

 

 

(a)

Amount beneficially owned:   

Novartis Institutes for BioMedical Research, Inc. is the record owner of 3,170,528 shares of Common Stock of Aduro Biotech, Inc. As the indirect parent of Novartis Institutes for BioMedical Research, Inc., Novartis AG may be deemed to beneficially own these securities.

 

(b)

Percent of class:   

4.1%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

Not applicable.

 

 

(ii)

Shared power to vote or to direct the vote:    

3,170,528

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

Not applicable.

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

3,170,528

 

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:  x

 

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.

 

5



 

Item 10.

Certification.

 

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, other than activities solely in connection with a nomination under § 240.14a-11.

 

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:      December 19, 2017

 

 

NOVARTIS INSTITUTES FOR BIOMEDICAL RESEARCH, INC.

 

 

 

 

 

By:

/s/ Revathi Rammohan

 

Name:

Revathi Rammohan

 

Title:

Chief Financial Officer

 

 

 

 

 

 

 

 

 

NOVARTIS AG

 

 

 

 

 

 

By:

/s/ Jean-Baptiste Emery

 

Name:

Jean-Baptiste Emery

 

Title:

Authorized Signatory

 

 

 

 

By:

/s/ Felix Eichhorn

 

Name:

Felix Eichhorn

 

Title:

Authorized Signatory

 

6



 

INDEX EXHIBIT

 

SCHEDULE 13G

 

Exhibit Number

 

Exhibit Description

99

 

Joint Filing Agreement

 

7


EX-99 2 a17-27581_1ex99.htm EX-99

Exhibit 99

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of such a statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of Aduro Biotech, Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filing.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other filing party, unless such party knows or has reason to believe that such information is inaccurate.

 

This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute one agreement.

 

In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of December 19, 2017.

 

 

NOVARTIS INSTITUTES FOR BIOMEDICAL RESEARCH, INC.

 

 

 

By:

/s/ Revathi Rammohan

 

Name:

Revathi Rammohan

 

Title:

Chief Financial Officer

 

 

 

 

 

 

 

NOVARTIS AG

 

 

 

 

By:

/s/ Jean-Baptiste Emery

 

Name:

Jean-Baptiste Emery

 

Title:

Authorized Signatory

 

 

 

 

By:

/s/ Felix Eichhorn

 

Name:

Felix Eichhorn

 

Title:

Authorized Signatory