0000902664-19-001098.txt : 20190214 0000902664-19-001098.hdr.sgml : 20190214 20190214143903 ACCESSION NUMBER: 0000902664-19-001098 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Trillium Therapeutics Inc. CENTRAL INDEX KEY: 0001616212 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1214 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88719 FILM NUMBER: 19604794 BUSINESS ADDRESS: STREET 1: 2488 DUNWIN DRIVE CITY: MISSISSAUGA STATE: A6 ZIP: L5L 1J9 BUSINESS PHONE: (416) 595-0627 MAIL ADDRESS: STREET 1: 2488 DUNWIN DRIVE CITY: MISSISSAUGA STATE: A6 ZIP: L5L 1J9 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Matrix Capital Management Company, LP CENTRAL INDEX KEY: 0001410830 IRS NUMBER: 043475951 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: C/O MATRIX CAPITAL MANAGEMENT CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-522-4948 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: C/O MATRIX CAPITAL MANAGEMENT CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: Matrix Capital Management Company, LLC DATE OF NAME CHANGE: 20070827 SC 13G/A 1 p19-0391sc13ga.htm TRILLIUM THERAPEUTICS INC.

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No.  1)*
 

Trillium Therapeutics Inc.

(Name of Issuer)
 

Common Shares, no par value

(Title of Class of Securities)
 

89620X506

(CUSIP Number)
 

December 31, 2018

(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 7 Pages)

 

______________________________

* 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 (the "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. 89620X506

13G/APage 2 of 7 Pages

 

1

NAMES OF REPORTING PERSONS

Matrix Capital Management Company LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

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

2,288,560

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

2,288,560

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,288,560

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

15.6%

12

TYPE OF REPORTING PERSON

IA, PN

         

 

CUSIP No. 89620X506

13G/APage 3 of 7 Pages

 

1

NAMES OF REPORTING PERSONS

David E. Goel

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

2,288,560

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

2,288,560

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,288,560

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

15.6%

12

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 89620X506

13G/APage 4 of 7 Pages

 

Item 1(a). NAME OF ISSUER.
   
  The name of the issuer is Trillium Therapeutics Inc. (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Company's principal executive offices are located at 2488 Dunwin Drive, Mississauga, Ontario L5L 1J9, Canada.

 

Item 2(a). NAME OF PERSON FILING:

 

  This statement is filed by:
   
  (i) Matrix Capital Management Company LP (the "Investment Manager"), a Delaware limited partnership, and the investment adviser to Matrix Capital Management Master Fund, LP (the "Matrix Fund"), with respect to the Common Shares (as defined in Item 2(d) below) directly held by the Matrix Fund; and
     
  (ii) Mr. David E. Goel (the "Mr. Goel"), the Managing General Partner of the Investment Manager, with respect to the Common Shares directly held by the Matrix Fund.
     
  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
   
  The filing of this statement should not be construed as an admission that any of the forgoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Shares reported herein.  

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

  The address of the business office of each of the Reporting Persons is Bay Colony Corporate Center, 1000 Winter Street, Suite 4500, Waltham, MA 02451.

 

Item 2(c). CITIZENSHIP:

 

  The Investment Manager is a Delaware limited partnership.  Mr. Goel is a citizen of the United States.

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Common Shares, no par value (the "Common Shares").

 

 

CUSIP No. 89620X506

13G/APage 5 of 7 Pages

 

Item 2(e). CUSIP NUMBER:
   
  89620X506

 

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) x Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

Employee benefit plan or endowment fund in accordance with

Rule 13d-1(b)(1)(ii)(F);

  (g) x

Parent holding company or control person in accordance with

Rule 13d-1(b)(1)(ii)(G);

  (h) ¨ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i) ¨ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
  (j) ¨ Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: __________________________________________

   

 

Item 4. OWNERSHIP.

 

    The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
     
    The percentages used herein are calculated based upon 14,688,831 shares of Class A Common Stock outstanding as of September 30, 2018, as reported in Exhibit 99.2 of the Company's Report of Foreign Issuer on Form 6-K filed with the Securities and Exchange Commission on November 14, 2018.

 

 

CUSIP No. 89620X506

13G/APage 6 of 7 Pages

 

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.
   
  See Item 2.  The Matrix Fund, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the Common Shares.

 

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.

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired 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.

 

 

CUSIP No. 89620X506

13G/APage 7 of 7 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: February 14, 2019

 

MATRIX CAPITAL MANAGEMENT COMPANY LP    
     
     
By: /s/ David E. Goel    
Name: David E. Goel    
Title: Managing General Partner    
     
     
/s/ David E. Goel    
DAVID E. GOEL