SC 13G

Names of reporting persons

Gerald J. Yakatan and Una Yakatan Co-Trustees, The Yakatan Family Trust dated April 4, 1989, as amended and fully restated on May 3, 2017.

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

(a) ☐ (b) ☐

SEC use only

Citizenship or place of organization

California

0001193125-22-083958.txt : 20220324 0001193125-22-083958.hdr.sgml : 20220324 20220324165145 ACCESSION NUMBER: 0001193125-22-083958 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20220324 DATE AS OF CHANGE: 20220324 GROUP MEMBERS: GERALD J. YAKATAN GROUP MEMBERS: UNA YAKATAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Societal CDMO, Inc. CENTRAL INDEX KEY: 0001588972 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 261523233 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88042 FILM NUMBER: 22767113 BUSINESS ADDRESS: STREET 1: 1 E. UWCHLAN AVE, SUITE 112 CITY: EXTON STATE: PA ZIP: 19341 BUSINESS PHONE: 770-534-8239 MAIL ADDRESS: STREET 1: 1 E. UWCHLAN AVE, SUITE 112 CITY: EXTON STATE: PA ZIP: 19341 FORMER COMPANY: FORMER CONFORMED NAME: Recro Pharma, Inc. DATE OF NAME CHANGE: 20131010 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Gerald Joseph Yakatan & Una Yakatan Family Trust dated April 4, 1989 as amended & fully restated on May 3, 2017 CENTRAL INDEX KEY: 0001917733 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 13813 BOQUITA DRIVE CITY: DEL MAR STATE: CA ZIP: 92014 BUSINESS PHONE: 8618258233991 MAIL ADDRESS: STREET 1: 13813 BOQUITA DRIVE CITY: DEL MAR STATE: CA ZIP: 92014 SC 13G 1 d328278dsc13g.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. )*

Societal CDMO, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

75629F109

(CUSIP Number)

February 23, 2022

(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. 75629F109

(1)

Consists of 5,000,000 shares of Common Stock directly owned by Gerald J. Yakatan and Una Yakatan Co-Trustees, The Yakatan Family Trust dated April 4, 1989, as amended and fully restated on May 3, 2017 (the “Yakatan Family Trust”). Mr. Yakatan and his spouse share voting and dispositive power over the shares held by the Yakatan Family Trust and each of Mr. Yakatan and his spouse is a trustee of the Yakatan Family Trust.

(2)	Percentage ownership is calculated based on 56,424,189 shares of common stock of the Issuer outstanding as of February 25, 2022, as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on March 1, 2022.

Item 1(a)

Name of Issuer:

Societal CDMO, Inc.

Item 1(b)

Address of Issuer’s Principal Executive Offices:

1 E. Uwchlan Ave., Suite 112

Exton, Pennsylvania 19341

Item 2 (a)

Name of Person Filing:

Gerald J. Yakatan and Una Yakatan Co-Trustees, The Yakatan Family Trust dated April 4, 1989, as amended and fully restated on May 3, 2017 (the “Yakatan Family Trust”), Gerald J. Yakatan and Una Yakatan.

Each of the Yakatan Family Trust, Mr. Yakatan, and Ms. Yakatan are referred to herein as a “Reporting Person.”

The Reporting Persons have entered into a joint filing agreement, a copy of which is attached as Exhibit 99.1.

Item 2 (b)

Address of Principal Business Office or, if none, Residence:

13813 Boquita Drive

Del Mar, California 92014

Item 2 (c)

Citizenship:

The Yakatan Family Trust is a California trust. Mr. Yakatan and Ms. Yakatan are U.S. citizens.

Item 2 (d)

Title of Class of Securities:

Common stock, par value $0.01 per share

Item 2 (e)

CUSIP Number:

75629F109

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:

Not applicable.

Item 4.

Ownership.

(a)

Amount beneficially owned:

See Row 9 of cover page.

(b)

Percent of class:

See Row 11 of cover page.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

See Row 5 of cover page for the Reporting Person.

(ii)

Shared power to vote or to direct the vote:

See Row 6 of cover page for the Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for the Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for the Reporting Person.

Item 5.

Ownership of 5 Percent or Less of a Class.

Not applicable.

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 Group.

Not applicable.

Item 10.

Certifications.

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: March 24, 2022

The Yakatan Family Trust dated April 4, 1989,

as amended and fully restated on May 3, 2017

/s/ Gerald J. Yakatan

Name: Gerald J. Yakatan

Title: Trustee

/s/ Gerald J. Yakatan

Gerald J. Yakatan

/s/ Una Yakatan

Una Yakatan

EXHIBIT INDEX


Exhibit No.		Description

99.1		Joint Filing Agreement, dated as of March 24, 2022 by and among Gerald J. Yakatan and Una Yakatan Co-Trustees, The Yakatan Family Trust dated April 4, 1989, as amended and fully restated on May 3, 2017, Gerald J. Yakatan and Una Yakatan

EX-99.1 2 d328278dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and 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. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of March 24, 2022.

The Yakatan Family Trust dated April 4, 1989,

as amended and fully restated on May 3, 2017

/s/ Gerald J. Yakatan

Name: Gerald J. Yakatan

Title: Trustee

/s/ Gerald J. Yakatan

Gerald J. Yakatan

/s/ Una Yakatan

Una Yakatan