☐ |
Rule 13d-1(b)
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☐ |
Rule 13d-1(c)
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☒ |
Rule 13d-1(d)
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* |
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.
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CUSIP No. G85347105
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13G
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Page 2 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
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HealthCap VI, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0 |
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6
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SHARED VOTING POWER
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3,781,008 (1)
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7
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SOLE DISPOSITIVE POWER
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0 |
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8
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SHARED DISPOSITIVE POWER
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3,781,008 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,781,008 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.9% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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(1) |
Includes (i) 154,918 Ordinary Shares issuable upon exercise of options exercisable within 60 days of December 31, 2019 deemed to be beneficially held by HealthCap VI L.P. (“HC”) and (ii) a warrant to purchase an additional 400,000 Ordinary Shares held by HC. Excludes 40,000 restricted stock unit awards held as of the date hereof that are not exercisable within 60 days of December 31, 2019
deemed to be beneficially held by HC.
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(2) |
This calculation is based on 54,205,852 Ordinary Shares, par value $0.01 per share, reported to be outstanding as of October 29, 2019 in the Issuer’s Form 10-Q for the quarter ended September 30,
2019, filed with the Securities and Exchange Commission, or the SEC, on November 7, 2019.
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CUSIP No. G85347105
|
13G
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Page 3 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
|
|
|
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HealthCap VI GP S.A.
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|
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|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
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|
|||
3
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SEC USE ONLY
|
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Switzerland
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
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|
||||
6
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SHARED VOTING POWER
|
|
|
||
3,781,008 (1)
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|||
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||||
7
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SOLE DISPOSITIVE POWER
|
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0 |
|
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|||
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|
||||
8
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SHARED DISPOSITIVE POWER
|
|
|
||
3,781,008 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,781,008 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
6.9% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1) |
Includes (i) 154,918 Ordinary Shares issuable upon exercise of options exercisable within 60 days of December 31, 2019 deemed to be beneficially held by HC and (ii) a warrant to purchase an additional 400,000 Ordinary Shares held by
HC. Excludes 40,000 restricted stock unit awards held as of the date hereof that are not exercisable within 60 days of December 31, 2019 deemed to be beneficially held by HC.
|
(2) |
This calculation is based on 54,205,852 Ordinary Shares, par value $0.01 per share, reported to be outstanding as of October 29, 2019 in the Issuer’s Form 10-Q for the quarter ended September 30,
2019, filed with the Securities and Exchange Commission, or the SEC, on November 7, 2019.
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CUSIP No. G85347105
|
13G
|
Page 4 of 6 Pages
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(a) |
Name of Issuer
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(b) |
Address of Issuer’s Principal Executive Offices
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(a) |
Name of Person Filing
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(b) |
Address of the Principal Office or, if none, residence
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(c) |
Citizenship
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(d) |
Title of Class of Securities
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(e) |
CUSIP Number
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Item 3. |
Not applicable.
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CUSIP No. G85347105
|
13G
|
Page 5 of 6 Pages
|
Item 4. |
Ownership.
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(a) |
Amount beneficially owned: See Row 9 of cover page for each Reporting Person
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(b) |
Percent of class: See Row 11 of cover page for each Reporting Person
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(c) |
Number of shares as to which the person has:
|
Item 5. |
Ownership of Five Percent or Less of a Class.
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Item 8. |
Identification and Classification of Members of the Group.
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Item 9. |
Notice of Dissolution of Group.
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Item 10. |
Certifications.
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CUSIP No. G85347105
|
13G
|
Page 6 of 6 Pages
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HEALTHCAP VI, L.P.
|
||
By: HEALTHCAP VI GP S.A.
|
||
Its: General Partner
|
||
By:
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/s/ Dag Richter
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Dag Richter, Director
|
||
By:
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/s/ Fabrice Bernhard
|
|
Fabrice Bernhard, General Manager
|
||
HEALTHCAP VI GP S.A.
|
||
By:
|
/s/ Dag Richter
|
|
Dag Richter, Director
|
||
By:
|
/s/ Fabrice Bernhard
|
|
Fabrice Bernhard, General Manager
|