SC 13G

0001193125-14-264214.txt : 20140709 0001193125-14-264214.hdr.sgml : 20140709 20140709162029 ACCESSION NUMBER: 0001193125-14-264214 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140709 DATE AS OF CHANGE: 20140709 GROUP MEMBERS: CELGENE CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBEIMMUNE INC CENTRAL INDEX KEY: 0001245104 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 841353925 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88221 FILM NUMBER: 14967490 BUSINESS ADDRESS: STREET 1: 1450 INFINITE DRIVE CITY: LOUISVILLE STATE: CO ZIP: 80027 BUSINESS PHONE: 3036252744 MAIL ADDRESS: STREET 1: 1450 INFINITE DRIVE CITY: LOUISVILLE STATE: CO ZIP: 80027 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Celgene International Inc CENTRAL INDEX KEY: 0001558852 IRS NUMBER: 432050310 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 86 MORRIS AVENUE STREET 2: C/O CELGENE CORP CITY: SUMMIT STATE: NJ ZIP: 07901 BUSINESS PHONE: 908-673-9000 MAIL ADDRESS: STREET 1: 86 MORRIS AVENUE STREET 2: C/O CELGENE CORP CITY: SUMMIT STATE: NJ ZIP: 07901 SC 13G 1 d755463dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

GLOBEIMMUNE, INC.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

37957B100

(CUSIP Number)

July 8, 2014

(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)

x 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 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. 37957B100


1)	Names of Reporting Persons. CELGENE INTERNATIONAL INC.
2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
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 467,452
		7.	Sole Dispositive Power -0-
		8.	Shared Dispositive Power 467,452
9)	Aggregate Amount Beneficially Owned by Each Reporting Person 467,452
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11)	Percent of Class Represented by Amount in Item 9 8.4%(1)
12)	Type of Reporting Person (See Instructions) CO

(1)

The percentage ownership is based on 5,585,982 shares of Common Stock outstanding as of July 8, 2014, which includes (i) 5,519,200 shares of Common Stock outstanding as of July 8, 2014, and (ii) 66,782 shares of Common Stock underlying a warrant held by Celgene International Inc. that is exercisable immediately (the “Warrant”).

CUSIP No. 37957B100


1)	Names of Reporting Persons. CELGENE CORPORATION
2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
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 200,000
		6.	Shared Voting Power 467,452
		7.	Sole Dispositive Power 200,000
		8.	Shared Dispositive Power 467,452
9)	Aggregate Amount Beneficially Owned by Each Reporting Person 667,452
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11)	Percent of Class Represented by Amount in Item 9 11.9% (1)
12)	Type of Reporting Person (See Instructions) CO

(1)	The percentage ownership is based on 5,585,982 shares of Common Stock outstanding as of July 8, 2014, which includes (i) 5,519,200 shares of Common Stock outstanding as of July 8, 2014, and (ii) 66,782 shares of Common Stock underlying the Warrant.

ITEM 1.

(A) NAME OF ISSUER:

GlobeImmune, Inc.

(B) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICE:

1450 Infinite Drive, Louisville, Colorado 80027

ITEM 2.

(A) NAME OF PERSONS FILING:

Celgene International Inc. (“CII”)

Celgene Corporation (“Celgene”)

(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR IF NONE, RESIDENCE:

86 Morris Avenue, Summit, New Jersey 07901

Delaware, U.S.A.

(D) TITLE OF CLASS OF SECURITIES:

Common Stock

(E) CUSIP NUMBER:

37957B100

ITEM 3. STATEMENT FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B) OR (C)

Not applicable.

ITEM 4. OWNERSHIP.

(a), (b) and (c) — The information contained on the cover pages to this Schedule 13G are incorporated herein by reference.

As of July 8, 2014, following the consummation of the Issuer’s initial public offering on such date, (i) CII shares beneficial ownership of 467,452 shares of Common Stock (including 66,782 shares of Common Stock underlying the Warrant), representing approximately 8.4% of the shares of Common Stock outstanding as of such date, (ii) Celgene shares beneficial ownership of 467,452 shares of Common Stock (including 66,782 shares of Common Stock underlying the Warrant), representing approximately 8.4% of the shares of Common Stock outstanding as of such date, and (iii) Celgene has sole beneficial ownership of 200,000 shares of Common Stock, representing approximately 3.6% of the shares of Common Stock outstanding as of such date.

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

Not applicable.

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.

ITEM 10. 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.

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: July 9, 2014


CELGENE INTERNATIONAL INC.

By:		/s/ Jonathan Biller
		Jonathan Biller
		Treasurer

CELGENE CORPORATION

By:		/s/ Perry Karsen
		Perry Karsen
		Executive Vice President and Chief Operations Officer

EX-1 2 d755463dex1.htm EX-1 EX-1

EXHIBIT 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of GlobeImmune, Inc. The undersigned also agree that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

EXECUTED this July 9, 2014.


CELGENE INTERNATIONAL INC.

By:		/s/ Jonathan Biller
		Jonathan Biller
		Treasurer

CELGENE CORPORATION

By:		/s/ Perry Karsen
		Perry Karsen
		Executive Vice President and Chief Operations Officer