0001140361-20-002909.txt : 20200212 0001140361-20-002909.hdr.sgml : 20200212 20200212152609 ACCESSION NUMBER: 0001140361-20-002909 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200212 DATE AS OF CHANGE: 20200212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMPUGEN LTD CENTRAL INDEX KEY: 0001119774 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60609 FILM NUMBER: 20603736 BUSINESS ADDRESS: STREET 1: 26 HAROKMIM STREET STREET 2: BUILDING D CITY: HOLON STATE: L3 ZIP: 5885849 BUSINESS PHONE: 011-972-3-765-8585 MAIL ADDRESS: STREET 1: 26 HAROKMIM STREET STREET 2: BUILDING D CITY: HOLON STATE: L3 ZIP: 5885849 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Nikko Asset Management Americas, Inc. CENTRAL INDEX KEY: 0001480751 IRS NUMBER: 941302123 STATE OF INCORPORATION: DE FISCAL YEAR END: 0310 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 605 THIRD AVENUE STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10158 BUSINESS PHONE: 212-610-6100 MAIL ADDRESS: STREET 1: 605 THIRD AVENUE STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10158 SC 13G/A 1 formsc13ga.htm SC 13G/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Compugen, Ltd.

(Name of Issuer)

Ordinary Shares, par value NIS 0.01

(Title of Class of Securities)

M25722105

(CUSIP Number)

December 31, 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:

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.

1
NAMES OF REPORTING PERSONS
 
 
Nikko Asset Management Americas, Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
USA
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
6,168,753
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
8,149,982
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
8,149,982
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
13.15%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IA
 
 
 
 


Item 1.

 
(a)
Name of Issuer
 
Compugen, Ltd.
 
 
(b)
Address of Issuer’s Principal Executive Offices
 
Azrieli Center, 26 Harokmim St. Bldg D
Holon L3 5885849, Israel
 
Item 2.

 
(a)
Name of Person Filing
 
Nikko Asset Management Americas, Inc.
 
 
(b)
Address of Principal Business Office or, if none, Residence
 
605 Third Avenue, 38th Floor, New York, NY 10158
 
 
(c)
Citizenship
 
USA
 
 
(d)
Title of Class of Securities
 
Ordinary Shares, par value NIS 0.01
 
 
(e)
CUSIP Number
 
M25722105
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
 
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
 
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
 
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
       
 
(e)
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
 
(f)
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
 
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
       
 
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
 
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
 
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
       
 
(k)
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:


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:
 
8,149,982
 
 
(b)
Percent of class:
 
13.15%
 
 
(c)
Number of shares as to which the person has:
 
 
(i)
Sole power to vote or to direct the vote:
 
0
 
 
(ii)
Shared power to vote or to direct the vote:
 
6,168,753
 
 
(iii)
Sole power to dispose or to direct the disposition of:
 
0
 
 
(iv)
Shared power to dispose or to direct the disposition of:
 
8,149,982
 
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.

See Exhibit A.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

See Exhibit A.

Item 8.
Identification and Classification of Members of the Group

Not Applicable.

Item 9.
Notice of Dissolution of Group

Not Applicable.


Item 10.
Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

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 12, 2020
By:
/s/ Gary L. Beckham
   
Name: Gary L. Beckham
   
Title: Chief Compliance Officer

Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)


Exhibit A

Pursuant to the instructions in Items 6 and 7 of Schedule 13G, the security being reported on by Nikko Asset Management Americas, Inc., as subsidiary to the parent holding companies listed below, are owned, or may be deemed to be beneficially owned, by its parent holding companies.


1)
Sumitomo Mitsui Trust Holdings Inc.

o
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

o
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).


2)
Nikko Asset Management Co., Ltd.

o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

o
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).