0001104659-21-081538.txt : 20210615 0001104659-21-081538.hdr.sgml : 20210615 20210615164623 ACCESSION NUMBER: 0001104659-21-081538 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210615 DATE AS OF CHANGE: 20210615 GROUP MEMBERS: ANTOINE PAPIERNIK GROUP MEMBERS: DENIS LUCQUIN GROUP MEMBERS: GRAZIANO SEGHEZZI GROUP MEMBERS: HENRIJETTE RICHTER GROUP MEMBERS: MONIQUE SAULNIER GROUP MEMBERS: SOFINNOVA PARTNERS SAS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NuCana plc CENTRAL INDEX KEY: 0001709626 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90138 FILM NUMBER: 211019099 BUSINESS ADDRESS: STREET 1: 3 LOCHSIDE WAY CITY: EDINBURGH STATE: X0 ZIP: EH12 9DT BUSINESS PHONE: 44-0-131-357-1111 MAIL ADDRESS: STREET 1: 3 LOCHSIDE WAY CITY: EDINBURGH STATE: X0 ZIP: EH12 9DT FORMER COMPANY: FORMER CONFORMED NAME: NuCana BioMed Ltd DATE OF NAME CHANGE: 20170619 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOFINNOVA CAPITAL VI FCPR CENTRAL INDEX KEY: 0001441261 IRS NUMBER: 000000000 STATE OF INCORPORATION: XX FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O SOFINNOVA PARTNERS STREET 2: 17 RUE DE SURENE CITY: PARIS STATE: XX ZIP: 75008 BUSINESS PHONE: 33 1 53 054100 MAIL ADDRESS: STREET 1: C/O SOFINNOVA PARTNERS STREET 2: 17 RUE DE SURENE CITY: PARIS STATE: XX ZIP: 75008 SC 13D/A 1 tm2119779d1_sc13da.htm SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)*

NuCana plc

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

67022C106

(CUSIP Number)

Armance Bordes

Sofinnova Partners SAS

7-11 blvd Haussmann

75009 Paris

France

+33 1 76 23 41 09

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 20, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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. 67022C106

Page 2 of 10

1.	Name of Reporting Persons Sofinnova Capital VI FCPR (“SC VI”)
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) (b)	¨ x
3.	SEC USE ONLY
4.	Source of Funds (see instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization France

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

Sole Voting Power

4,978,993 ordinary shares (including ordinary shares represented by American depositary shares), except that Sofinnova Partners SAS, a French corporation (“SP SAS”), the management company of SC VI, may be deemed to have sole voting power, and Denis Lucquin (“Lucquin”), Antoine Papiernik (“Papiernik”), Henrijette Richter (“Richter”), Monique Saulnier (“Saulnier”) and Graziano Seghezzi (“Seghezzi”), the managing partners of SP SAS, may be deemed to have shared power to vote these shares.

Shared Voting Power

See row 7.

Sole Dispositive Power

4,978,993 ordinary shares (including ordinary shares represented by American depositary shares), except that SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Lucquin, Papiernik, Richter, Saulnier and Seghezzi, the managing partners of SP SAS, may be deemed to have shared power to dispose of these shares.

10.

Shared Dispositive Power

See row 9.

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,978,993
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)	¨
13.	Percent of Class Represented by Amount in Row 11 9.7%¹
14.	Type of Reporting Person (see instructions) 00

Percentage of class is calculated based on 51,174,545 ordinary shares outstanding as of December 31, 2020, as reported in NuCana plc’s Annual Report on Form 20-F filed with the SEC on March 4, 2021.

CUSIP No. 67022C106

Page 3 of 10

1.	Name of Reporting Persons Sofinnova Partners SAS, a French corporation (“SP SAS”)
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) (b)	¨ x
3.	SEC USE ONLY
4.	Source of Funds (see instructions) 00
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization France

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

Sole Voting Power

4,978,993 ordinary shares (including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Lucquin, Papiernik, Richter, Saulnier and Seghezzi, the managing partners of SP SAS, may be deemed to have shared power to vote these shares.

Shared Voting Power

See row 7.

Sole Dispositive Power

10.

Shared Dispositive Power

See row 9.

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,978,993
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)	¨
13.	Percent of Class Represented by Amount in Row 11 9.7%²
14.	Type of Reporting Person (see instructions) 00

CUSIP No. 04351P101

Page 4 of 10

1.	Name of Reporting Persons Denis Lucquin (“Lucquin”)
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) (b)	¨ x
3.	SEC USE ONLY
4.	Source of Funds (see instructions) 00
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization French Citizen

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

Sole Voting Power

Shared Voting Power

4,978,993 ordinary shares (including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Lucquin, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.

Sole Dispositive Power

10.

Shared Dispositive Power

4,978,993 ordinary shares (including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Lucquin, a managing partner of SP SAS, may be deemed to have shared power to dispose of these shares.

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,978,993
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)	¨
13.	Percent of Class Represented by Amount in Row 11 9.7%³
14.	Type of Reporting Person (see instructions) IN

CUSIP No. 04351P101

Page 5 of 10

1.	Name of Reporting Persons Antoine Papiernik (“Papiernik”)
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) (b)	¨ x
3.	SEC USE ONLY
4.	Source of Funds (see instructions) 00
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization French Citizen

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

Sole Voting Power

Shared Voting Power

4,978,993 ordinary shares (including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Papiernik, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.

Sole Dispositive Power

10.

Shared Dispositive Power

4,978,993 ordinary shares (including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Papiernik, a managing partner of SP SAS, may be deemed to have shared power to dispose of these shares.

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,978,993
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)	¨
13.	Percent of Class Represented by Amount in Row 11 9.7%⁴
14.	Type of Reporting Person (see instructions) IN

⁴

CUSIP No. 04351P101

Page 6 of 10

1.	Name of Reporting Persons Henrijette Richter (“Richter”)
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) (b)	¨ x
3.	SEC USE ONLY
4.	Source of Funds (see instructions) 00
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Danish Citizen

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

Sole Voting Power

Shared Voting Power

4,978,993 ordinary shares (including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Richter, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.

Sole Dispositive Power

10.

Shared Dispositive Power

4,978,993 ordinary shares (including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Richter, a managing partner of SP SAS, may be deemed to have shared power to dispose of these shares.

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,978,993
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)	¨
13.	Percent of Class Represented by Amount in Row 11 9.7%⁵
14.	Type of Reporting Person (see instructions) IN

⁵

CUSIP No. 04351P101

Page 7 of 10

1.	Name of Reporting Persons Monique Saulnier (“Saulnier”)
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) (b)	¨ x
3.	SEC USE ONLY
4.	Source of Funds (see instructions) 00
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization French Citizen

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

Sole Voting Power

Shared Voting Power

4,978,993 ordinary shares (including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Saulnier, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.

Sole Dispositive Power

10.

Shared Dispositive Power

4,978,993 ordinary shares (including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Saulnier, a managing partner of SP SAS, may be deemed to have shared power to dispose of these shares.

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,978,993
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)	¨
13.	Percent of Class Represented by Amount in Row 11 9.7%⁶
14.	Type of Reporting Person (see instructions) IN

⁶

CUSIP No. 04351P101

Page 8 of 10

1.	Name of Reporting Persons Graziano Seghezzi (“Seghezzi”)
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) (b)	¨ x
3.	SEC USE ONLY
4.	Source of Funds (see instructions) 00
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Italian Citizen

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

Sole Voting Power

Shared Voting Power

4,978,993 ordinary shares (including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Seghezzi, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.

Sole Dispositive Power

10.

Shared Dispositive Power

4,978,993 ordinary shares (including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Seghezzi, a managing partner of SP SAS, may be deemed to have shared power to dispose of these shares.

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,978,993
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)	¨
13.	Percent of Class Represented by Amount in Row 11 9.7%⁷
14.	Type of Reporting Person (see instructions) IN

⁷

Page 9 of 10

Amendment No. 5 to Schedule 13D

This Amendment No. 5 (“Amendment No. 5”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) by Sofinnova Capital VI FCPR (“SC VI”), Sofinnova Partners SAS, a French corporation (“SP SAS”), Denis Lucquin (“Lucquin”), Antoine Papiernik (“Papiernik”), Henrijette Richter (“Richter”), Monique Saulnier (“Saulnier”), and Graziano Seghezzi (“Seghezzi”), the managing partners of SP SAS (collectively, the “Listed Persons” and together with SC VI and SP SAS, the “Reporting Persons”) on February 21, 2018, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on February 14, 2019, as further amended by Amendment No. 2 to Schedule 13D filed with the SEC on February 12, 2020, as further amended by Amendment No. 3 to Schedule 13D filed with the SEC on October 28, 2020, and as further amended by Amendment No. 4 to Schedule 13D filed with the SEC on February 2, 2021 (collectively, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D, as amended. Capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D.

Item 5.

Interest in Securities of the Issuer.

Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:

(c)

SC VI sold ADSs of NuCana plc on the following dates at the daily average prices indicated below:

Date	Shares		Per Share Average Price		How Effected
February 9, 2021		52,789	$	6.3017		Open Market
February 10, 2021		31,407	$	6.1147		Open Market
February 11, 2021		18,103	$	6.0850		Open Market
February 12, 2021		16,250	$	6.0621		Open Market
February 16, 2021		15,619	$	6.0119		Open Market
May 5, 2021		33,656	$	3.9251		Open Market
May 6, 2021		83,492	$	3.5538		Open Market
May 7, 2021		35,832	$	3.6408		Open Market
May 10, 2021		86,543	$	3.2760		Open Market
May 11, 2021		27,322	$	3.3070		Open Market
May 12, 2021		56,253	$	3.1480		Open Market
May 13, 2021		77,811	$	2.9135		Open Market
May 14, 2021		66,538	$	2.9641		Open Market
May 17, 2021		57,100	$	3.0586		Open Market
May 18, 2021		63,020	$	3.1649		Open Market
May 19, 2021		53,281	$	2.9732		Open Market
May 20, 2021		44,833	$	2.9935		Open Market
Total:		819,849

Item 7.

Material to Be Filed as Exhibits.

Exhibit		Description

99.1		Joint Filing Agreement, dated as of February 21, 2018, by and among Sofinnova Capital VI FCPR, Sofinnova Partners SAS, Denis Lucquin, Antoine Papiernik, Henrijette Richter, Monique Saulnier and Graziano Seghezzi (incorporated by reference to Exhibit A to the Schedule 13D filed by Sofinnova Capital VI FCPR on February 21, 2018).

Page 10 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: June 14, 2021

SOFINNOVA CAPITAL VI FCPR		SOFINNOVA PARTNERS SAS
By: Sofinnova Partners SAS
		By:	/s/ Monique Saulnier
By:	/s/ Monique Saulnier	Name:	Monique Saulnier
Name:	Monique Saulnier	Title:	Managing Partner
Title:	Managing Partner


By:	/s/ Denis Lucquin	By:	/s/ Monique Saulnier
Name:	Denis Lucquin	Name:	Monique Saulnier


By:	/s/ Antoine Papiernik	By:	/s/ Henrijette Richter
Name:	Antoine Papiernik	Name:	Henrijette Richter


By:	/s/ Graziano Seghezzi
Name:	Graziano Seghezzi