0001104659-18-006225.txt : 20180202 0001104659-18-006225.hdr.sgml : 20180202 20180202160650 ACCESSION NUMBER: 0001104659-18-006225 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180202 DATE AS OF CHANGE: 20180202 GROUP MEMBERS: NOVARTIS AG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Ra Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001481512 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 262908274 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89680 FILM NUMBER: 18570716 BUSINESS ADDRESS: STREET 1: 87 CAMBRIDGE PARK DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02140 BUSINESS PHONE: (617) 401-4060 MAIL ADDRESS: STREET 1: 87 CAMBRIDGE PARK DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02140 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Novartis Bioventures Ltd CENTRAL INDEX KEY: 0001297709 IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O NOVARTIS INTERNATIONAL AG STREET 2: WSJ-200.220 CITY: CH-4002 BASEL STATE: V8 ZIP: 0000000000 BUSINESS PHONE: 41-61-324-6210 MAIL ADDRESS: STREET 1: C/O NOVARTIS INTERNATIONAL AG STREET 2: WSJ-200.220 CITY: CH-4002 BASEL STATE: V8 ZIP: 0000000000 SC 13G/A 1 a18-5215_2sc13ga.htm SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

SCHEDULE 13G

 

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

 

Ra Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

74933V108

(CUSIP Number)

December 31, 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).

 



 

CUSIP No. 74933V108

13G

 

 

 

1.

Names of Reporting Persons
Novartis Bioventures Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(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
1,615,996

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,615,996

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,615,996

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row 9
7.14%*

 

 

12.

Type of Reporting Person (See Instructions)
CO

 


*This calculation is based on 22,626,684 shares of the Issuer’s common stock outstanding as of October 30, 2017, as reported in the Issuer’s report for the quarterly period ended September 30, 2017 filed with the Securities and Exchange Commission on November 9, 2017.

 

2



 

CUSIP No. 74933V108

13G

 

 

 

1.

Names of Reporting Persons
Novartis AG

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(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
1,615,996

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,615,996

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,615,996

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row 9
7.14%*

 

 

12.

Type of Reporting Person (See Instructions)
CO

 


* This calculation is based on 22,626,684 shares of the Issuer’s common stock outstanding as of October 30, 2017, as reported in the Issuer’s report for the quarterly period ended September 30, 2017 filed with the Securities and Exchange Commission on November 9, 2017.

 

3



 

Item 1(a).

Name of Issuer:

 

Ra Pharmaceuticals, Inc.

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

87 Cambridge Park Drive, Cambridge, MA 02140

 

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 Bioventures Ltd., a Swiss corporation, with respect to shares held by it; and

 

(ii)        Novartis AG, a Swiss corporation, as the publicly owned parent of Novartis Bioventures Ltd., with respect to the shares held by Novartis Bioventures Ltd.

 

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 Bioventures Ltd. is Lichtstrasse 35, 4056 Basel, Switzerland.

 

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

 

Item 2(c).

Citizenship:

 

Novartis Bioventures Ltd. is a corporation organized under the laws of Switzerland 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 Bioventures Ltd.

 

Item 2(d).

Title of Class of Securities:

 

Common Stock, par value $0.001 per share (“Common Stock”).

 

Item 2(e).

CUSIP Number:

 

74933V108

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)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

o

Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

o

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

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

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

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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)

o

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

 

(k)

o

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:____________________________

 

4



 

Item 4.

Ownership

 

(a)

Amount beneficially owned:   

Novartis Bioventures Ltd. is the record owner of 1,615,996 shares of Common Stock of the Issuer. As the indirect parent of Novartis Bioventures, Ltd., Novartis AG may be deemed to beneficially own these securities.

 

(b)

Percent of class:   

7.14%, based on 22,626,684 shares of the Issuer’s common stock outstanding as of October 30, 2017, as reported in the Issuer’s report for the quarterly period ended September 30, 2017 filed with the Securities and Exchange Commission on November 9, 2017.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

Not applicable

 

 

(ii)

Shared power to vote or to direct the vote:    

1,615,996

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

Not applicable

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

1,615,996

 

Item 5.

Ownership of 5 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 5 percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than 5 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 or Control Person.

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable

 

Item 9.

Notice of Dissolution of a 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: February 2, 2018

 

 

Novartis Bioventures Ltd.

 

 

 

 

 

/s/ Bart Dzikowski

 

Name: Bart Dzikowski

 

Title: Secretary of the Board

 

 

 

/s/ Stephan Sandmeier

 

Name: Stephan Sandmeier

 

Title: Authorized Signatory

 

 

 

Novartis AG

 

 

 

/s/ Bart Dzikowski

 

Name: Bart Dzikowski

 

Title: Authorized Signatory

 

 

 

/s/ Stephan Sandmeier

 

Name: Stephan Sandmeier

 

Title: Authorized Signatory

 

6



 

INDEX EXHIBIT

 

SCHEDULE 13G

 

Exhibit Number

 

Exhibit Description

 

 

 

99

 

Joint Filing Agreement

 

7


EX-99 2 a18-5215_2ex99.htm EX-99

EXHIBIT 99

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the shares of Common Stock, par value $0.001 per share, of Ra Pharmaceuticals, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

 

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 February 2, 2018.

 

 

Novartis Bioventures Ltd.

 

 

 

/s/ Bart Dzikowski

 

Name: Bart Dzikowski

 

Title: Secretary of the Board

 

 

 

/s/ Stephan Sandmeier

 

Name: Stephan Sandmeier

 

Title: Authorized Signatory

 

 

 

Novartis AG

 

 

 

/s/ Bart Dzikowski

 

Name: Bart Dzikowski

 

Title: Authorized Signatory

 

 

 

/s/ Stephan Sandmeier

 

Name: Stephan Sandmeier

 

Title: Authorized Signatory