0001193125-22-041999.txt : 20220214 0001193125-22-041999.hdr.sgml : 20220214 20220214164703 ACCESSION NUMBER: 0001193125-22-041999 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220214 DATE AS OF CHANGE: 20220214 GROUP MEMBERS: AARON I. DAVIS GROUP MEMBERS: BOXER ASSET MANAGEMENT INC. GROUP MEMBERS: JOE LEWIS GROUP MEMBERS: MVA INVESTORS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Atreca, Inc. CENTRAL INDEX KEY: 0001532346 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 273723255 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91045 FILM NUMBER: 22633678 BUSINESS ADDRESS: STREET 1: 835 INDUSTRIAL ROAD, STREET 2: SUITE 400 CITY: SAN CARLOS STATE: CA ZIP: 94070 BUSINESS PHONE: 650-595-2595 MAIL ADDRESS: STREET 1: 835 INDUSTRIAL ROAD, STREET 2: SUITE 400 CITY: SAN CARLOS STATE: CA ZIP: 94070 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Boxer Capital, LLC CENTRAL INDEX KEY: 0001465837 IRS NUMBER: 203828456 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 12860 EL CAMINO REAL STREET 2: SUITE 300 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: (858) 400-3112 MAIL ADDRESS: STREET 1: 12860 EL CAMINO REAL STREET 2: SUITE 300 CITY: SAN DIEGO STATE: CA ZIP: 92130 SC 13G/A 1 d254884dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

Atreca, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001

(Title of Class of Securities)

04965G109

(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).

 

 

 

Page 2 of 9

 

CUSIP No. 04965G109

  1    

  Name of reporting persons.

 

  Boxer Capital, LLC

  2  

  Check the appropriate box if a member of a group. (See instructions)

  (a)  ☐        (b)  ☒

 

  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.

 

  2,202,333

   7  

  Sole dispositive power.

 

  -0-

   8  

  Shared dispositive power.

 

  2,202,333

  9    

  Aggregate amount beneficially owned by each reporting person.

 

  2,202,333

10  

  Check box if the aggregate amount in row (9) excludes certain shares (see instructions).

 

  ☐

11  

  Percent of class represented by amount in row (9).

 

  7.2%*

12  

  Type of reporting person

 

  OO

 

 

*

Based on 30,435,167 shares of Class A Common Stock outstanding as of November 2, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 2, 2021.

Page 3 of 9

 

CUSIP No. 04965G109

  1    

  Name of reporting persons.

 

  Boxer Asset Management Inc.

  2  

  Check the appropriate box if a member of a group. (See instructions)

  (a)  ☐        (b)  ☒

 

  3  

  SEC use only.

 

  4  

  Citizenship or place of organization.

 

  Bahamas

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

  Sole voting power.

 

  -0-

   6  

  Shared voting power.

 

  2,202,333

   7  

  Sole dispositive power.

 

  -0-

   8  

  Shared dispositive power.

 

  2,202,333

  9    

  Aggregate amount beneficially owned by each reporting person.

 

  2,202,333

10  

  Check box if the aggregate amount in row (9) excludes certain shares (see instructions).

 

  ☐

11  

  Percent of class represented by amount in row (9).

 

  7.2%*

12  

  Type of reporting person

 

  CO

 

 

*

Based on 30,435,167 shares of Class A Common Stock outstanding as of November 2, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2021.

Page 4 of 9

 

CUSIP No. 04965G109

  1    

  Name of reporting persons.

 

  Joe Lewis

  2  

  Check the appropriate box if a member of a group. (See instructions)

  (a)  ☐        (b)  ☒

 

  3  

  SEC use only.

 

  4  

  Citizenship or place of organization.

 

  United Kingdom

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

  Sole voting power.

 

  -0-

   6  

  Shared voting power.

 

  2,202,333

   7  

  Sole dispositive power.

 

  -0-

   8  

  Shared dispositive power.

 

  2,202,333

  9    

  Aggregate amount beneficially owned by each reporting person.

 

  2,202,333

10  

  Check box if the aggregate amount in row (9) excludes certain shares (see instructions).

 

  ☐

11  

  Percent of class represented by amount in row (9).

 

  7.2%*

12  

  Type of reporting person

 

  IN

 

 

*

Based on 30,435,167 shares of Class A Common Stock outstanding as of November 2, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2021.

Page 5 of 9

 

CUSIP No. 04965G109

  1    

  Name of reporting persons.

 

  MVA Investors, LLC

  2  

  Check the appropriate box if a member of a group. (See instructions)

  (a)  ☐        (b)  ☒

 

  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.

 

  -0-

   7  

  Sole dispositive power.

 

  -0-

   8  

  Shared dispositive power.

 

  -0-

  9    

  Aggregate amount beneficially owned by each reporting person.

 

  -0-

10  

  Check box if the aggregate amount in row (9) excludes certain shares (see instructions).

 

  ☐

11  

  Percent of class represented by amount in row (9).

 

  0.0%

12  

  Type of reporting person

 

  OO

 

Page 6 of 9

 

CUSIP No. 04965G109

  1    

  Name of reporting persons.

 

  Aaron I. Davis

  2  

  Check the appropriate box if a member of a group. (See instructions)

  (a)  ☐        (b)  ☒

 

  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.

 

  -0-

   7  

  Sole dispositive power.

 

  -0-

   8  

  Shared dispositive power.

 

  -0-

  9    

  Aggregate amount beneficially owned by each reporting person.

 

  -0-

10  

  Check box if the aggregate amount in row (9) excludes certain shares (see instructions).

 

  ☐

11  

  Percent of class represented by amount in row (9).

 

  0.0%

12  

  Type of reporting person

 

  IN

 

Page 7 of 9

 

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the statement on Schedule 13G initially filed on July 1, 2019 (the “Original Filing”) by Boxer Capital, LLC (“Boxer Capital”), Boxer Asset Management Inc. (“Boxer Management”), MVA Investors, LLC (“MVA Investors”) and Joe Lewis, as amended by Amendment No. 1 filed on February 14, 2020 by Boxer Capital, Boxer Management, MVA Investors, Joe Lewis and Aaron Davis (collectively, the “Reporting Persons”) and Amendment No. 2 filed on February 16, 2021 by the Reporting Persons. The Original Filing, as amended, remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 3. Capitalized terms used and not defined in this Amendment No. 3 have the meanings set forth in the Original Filing, as amended.

 

Item 4.

Ownership.

 

  (a)

Amount beneficially owned:

Boxer Capital, Boxer Management and Joe Lewis beneficially own 2,202,333 shares of Common Stock. MVA Investors and Aaron Davis do not beneficially own any shares of Common Stock.

 

  (b)

Percent of class:

The number of shares of Common Stock beneficially owned by Boxer Capital, Boxer Management and Joe Lewis represent 7.2% of the Issuer’s outstanding Common Stock based on 30,435,167 shares of Class A Common Stock outstanding as of November 2, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2021.

 

  (c)

Number of shares as to which such person has:

 

  (i)

Sole power to vote or to direct the vote:

None of the Reporting Persons has sole power to vote or to direct the vote of any shares of Common Stock.

 

  (ii)

Shared power to vote or to direct the vote:

Boxer Capital, Boxer Asset Management and Joe Lewis have shared power to vote or to direct the vote of the 2,202,333 shares of Common Stock they beneficially own.

 

  (iii)

Sole power to dispose or to direct the disposition of:

None of the Reporting Persons has sole power to vote or to direct the vote of any shares of Common Stock.

 

  (iv)

Shared power to dispose or to direct the disposition of:

Boxer Capital, Boxer Asset Management and Joe Lewis have shared power to dispose or to direct the disposition of the 2,202,333 shares of Common Stock they beneficially own.

 

Item 5.

Ownership of Five Percent or Less of a Class.

With respect to MVA Investors and Aaron Davis:

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 ☒.

Page 8 of 9

 

Item 10. Certification.

(c) 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.

 

Exhibits     
1    Joint Filing Agreement, dated February 14, 2020, among the Reporting Persons, incorporated by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons on February 14, 2020.

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.

February 14, 2022

 

BOXER CAPITAL, LLC
By:   /s/ Aaron I. Davis
Name:   Aaron I. Davis
Title:   Chief Executive Officer
BOXER ASSET MANAGEMENT INC.
By:   /s/ Jason Callender
Name:   Jason Callender
Title:   Director
JOSEPH C. LEWIS
/s/ Joseph C. Lewis
Joseph C. Lewis, Individually
MVA INVESTORS, LLC
By:   /s/ Aaron I. Davis
Name:   Aaron I. Davis
Title:   Authorized Signatory
AARON I. DAVIS
/s/ Aaron I. Davis
Aaron I. Davis, Individually