0001193125-18-045457.txt : 20180214 0001193125-18-045457.hdr.sgml : 20180214 20180214153559 ACCESSION NUMBER: 0001193125-18-045457 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180214 DATE AS OF CHANGE: 20180214 GROUP MEMBERS: BIOTECH TARGET N.V. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Intra-Cellular Therapies, Inc. CENTRAL INDEX KEY: 0001567514 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 364742850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87380 FILM NUMBER: 18611837 BUSINESS ADDRESS: STREET 1: 430 EAST 29TH STREET CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 212-923-3344 MAIL ADDRESS: STREET 1: 430 EAST 29TH STREET CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: Oneida Resources Corp. DATE OF NAME CHANGE: 20130122 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BB BIOTECH AG CENTRAL INDEX KEY: 0000924223 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: V8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: SCHWERTSTRASSE 6 CITY: SCHAFFHAUSEN STATE: V8 ZIP: 8200 BUSINESS PHONE: 411724 59 59 MAIL ADDRESS: STREET 1: SCHWERTSTRASSE 6 CITY: SCHAFFHAUSEN STATE: V8 ZIP: 8200 SC 13G/A 1 d488190dsc13ga.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. 1)*

 

 

INTRA-CELLULAR THERAPIES INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

46116X101

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing 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. 46116X101  

 

  1.      

Names of Reporting Persons

 

BB Biotech AG

  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

 

Switzerland

Number of Shares  Beneficially  Owned by Each Reporting Person with:    5.       

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

2,200,000

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

2,200,000

  9.      

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,200,000

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares    ☐

 

11.  

Percent of Class Represented by amount in Row (9)

 

4.0%

12.  

Type of Reporting Person (See Instructions)

 

HC, CO

 

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CUSIP No. 46116X101  

 

  1.      

Names of Reporting Persons

 

Biotech Target N.V.

 

I.R.S. Identification Nos. of above persons (entities only):

 

N/A

  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

 

Curacao

Number of Shares  Beneficially  Owned by Each Reporting Person with:    5.       

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

2,200,000

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

2,200,000

  9.      

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,200,000

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

 

11.  

Percent of Class Represented by amount in Row (9)

 

4.0%

12.  

Type of Reporting Person (See Instructions)

 

CO

 

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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: 2,200,000

 

  (b) Percent of class: 4.0%

 

  (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 2,200,000

 

  (iii) Sole power to dispose or to direct the disposition of 0

 

  (iv) Shared power to dispose or to direct the disposition of 2,200,000

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: [ X ]

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.

 

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SIGNATURES

After reasonable inquiry and the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BB Biotech AG

 

Date:   February 13, 2018     By:   /s/ Michael Hutter
        Signatory Authority
      Name:   Michael Hutter
      Title:   Signatory Authority
Date:   February 13, 2018     By:   /s/ Ivo Betschart
        Signatory Authority
      Name:   Ivo Betschart
      Title:   Signatory Authority
Biotech Target N.V.      
Date:   February 13, 2018     By:   /s/ Michael Hutter
        Signatory Authority
      Name:   Michael Hutter
      Title:   Signatory Authority
Date:   February 13, 2018     By:   /s/ Ivo Betschart
        Signatory Authority
      Name:   Ivo Betschart
      Title:   Signatory Authority

 

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Exhibit Index

Exhibit A: Agreement by and between BB Biotech AG and Biotech Target N.V. with respect to the filing of this disclosure statement.*

 

* Previously filed as an exhibit to BB Biotech AG and Biotech Target N.V.’s Schedule 13G filed with the Securities and Exchange Commission on August 23, 2017.

 

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