0001144204-19-007797.txt : 20190214 0001144204-19-007797.hdr.sgml : 20190214 20190214114158 ACCESSION NUMBER: 0001144204-19-007797 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 GROUP MEMBERS: ANTOINE PAPIERNIK GROUP MEMBERS: DENIS LUCQUIN GROUP MEMBERS: GRAZIANO SEGHEZZI GROUP MEMBERS: HENRIJETTE RICHTER GROUP MEMBERS: MONIQUE SAULNIER GROUP MEMBERS: SOFINNOVA PARTNERS SAS, A FRENCH CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NuCana plc CENTRAL INDEX KEY: 0001709626 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90138 FILM NUMBER: 19603040 BUSINESS ADDRESS: STREET 1: 3 LOCHSIDE WAY CITY: EDINBURGH STATE: X0 ZIP: EH12 9DT BUSINESS PHONE: 44-0-131-357-1111 MAIL ADDRESS: STREET 1: 3 LOCHSIDE WAY CITY: EDINBURGH STATE: X0 ZIP: EH12 9DT FORMER COMPANY: FORMER CONFORMED NAME: NuCana BioMed Ltd DATE OF NAME CHANGE: 20170619 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOFINNOVA CAPITAL VI FCPR CENTRAL INDEX KEY: 0001441261 IRS NUMBER: 000000000 STATE OF INCORPORATION: XX FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O SOFINNOVA PARTNERS STREET 2: 17 RUE DE SURENE CITY: PARIS STATE: XX ZIP: 75008 BUSINESS PHONE: 33 1 53 054100 MAIL ADDRESS: STREET 1: C/O SOFINNOVA PARTNERS STREET 2: 17 RUE DE SURENE CITY: PARIS STATE: XX ZIP: 75008 SC 13D/A 1 tv513708_sc13da.htm SC 13D/A

 

 

 

  Page 1 of 10

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13D

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

 

NuCana plc
(Name of Issuer)
 
Ordinary Shares
(Title of Class of Securities)
 
67022C106
(CUSIP Number)
 
Christophe Blanche
Sofinnova Partners
Immeuble le Centorial
16-18 rue du 4 Septembre
75002 Paris
France
+33 1 53 05 41 04
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
April 13, 2018
(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* 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. 67022C106 Page 2 of 10

 

1.

Name of Reporting Persons

 

Sofinnova Capital VI FCPR (“SC VI”)

EIN: 98-0444341

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)

(b)

 

¨

x

3.

SEC USE ONLY

 

4.

Source of Funds (see instructions)

 

WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

¨

 

6.

Citizenship or Place of Organization

 

France

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.           Sole Voting Power

 

7,233,795 ordinary shares (including 4,911 ordinary shares represented by American depositary shares), except that Sofinnova Partners SAS, a French corporation (“SP SAS”), the management company of SC VI, may be deemed to have sole voting power, and Denis Lucquin (“Lucquin”), Antoine Papiernik (“Papiernik”), Henrijette Richter (“Richter”), Monique Saulnier (“Saulnier”) and Graziano Seghezzi (“Seghezzi”), the managing partners of SP SAS, may be deemed to have shared power to vote these shares.

8.           Shared Voting Power

 

See row 7.

9.           Sole Dispositive Power

 

7,233,795 ordinary shares (including 4,911 ordinary shares represented by American depositary shares), except that SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Lucquin, Papiernik, Richter, Saulnier and Seghezzi, the managing partners of SP SAS, may be deemed to have shared power to dispose of these shares.

 

10.         Shared Dispositive Power

 

See row 9.

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,233,795

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

¨

 

13.

Percent of Class Represented by Amount in Row 11

 

22.4%

14.

Type of Reporting Person (see instructions)

 

00

 

 

 

 

CUSIP No. 67022C106 Page 3 of 10

 

1.

Name of Reporting Persons

 

Sofinnova Partners SAS, a French corporation (“SP SAS”)

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)

(b)

 

¨

x

3.

SEC USE ONLY

 

4.

Source of Funds (see instructions)

 

00

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

¨

 

6.

Citizenship or Place of Organization

 

France

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.           Sole Voting Power

 

7,233,795 ordinary shares (including 4,911 ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Lucquin, Papiernik, Richter, Saulnier and Seghezzi, the managing partners of SP SAS, may be deemed to have shared power to vote these shares.

8.          Shared Voting Power

 

See row 7.

9.          Sole Dispositive Power

 

7,233,795 ordinary shares (including 4,911 ordinary shares represented by American depositary shares), except that SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Lucquin, Papiernik, Richter, Saulnier and Seghezzi, the managing partners of SP SAS, may be deemed to have shared power to dispose of these shares.

 

10.         Shared Dispositive Power

 

See row 9.

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,233,795

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

¨

 

13.

Percent of Class Represented by Amount in Row 11

 

22.4%

14.

Type of Reporting Person (see instructions)

 

00

 

 

 

 

CUSIP No. 67022C106 Page 4 of 10

 

1.

Name of Reporting Persons

 

Denis Lucquin (“Lucquin”)

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)

(b)

 

¨

x

3.

SEC USE ONLY

 

4.

Source of Funds (see instructions)

 

00

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

¨

 

6.

Citizenship or Place of Organization

 

French Citizen

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.           Sole Voting Power

 

0

8.           Shared Voting Power

 

7,233,795 ordinary shares (including 4,911 ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Lucquin, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.

9.           Sole Dispositive Power

 

0

 

10.         Shared Dispositive Power

 

7,233,795 ordinary shares (including 4,911 ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have power to dispose of these shares, and Lucquin, a managing partner of SP SAS, may be deemed to have shared power to dispose of these shares.

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,233,795

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

¨

 

13.

Percent of Class Represented by Amount in Row 11

 

22.4%

14.

Type of Reporting Person (see instructions)

 

IN

 

 

 

 

CUSIP No. 67022C106 Page 5 of 10

 

1.

Name of Reporting Persons

 

Antoine Papiernik (“Papiernik”)

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)         

(b)                 

 

¨

x

3.

SEC USE ONLY

 

4.

Source of Funds (see instructions)

 

00

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

¨

 

6.

Citizenship or Place of Organization

 

French Citizen

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.           Sole Voting Power

 

0

8.           Shared Voting Power

 

7,233,795 ordinary shares (including 4,911 ordinary shares represented by ADSs), of which 7,233,795 shares are owned directly by SC VI. SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Papiernik, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.

9.           Sole Dispositive Power

 

0

 

10.         Shared Dispositive Power

 

7,233,795 ordinary shares (including 4,911 ordinary shares represented by ADSs), of which 7,233,795 shares are owned directly by SC VI. SP SAS, the management company of SC VI, may be deemed to have power to dispose of these shares, and Papiernik, a managing partner of SP SAS, may be deemed to have shared power to dispose of these shWares.

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,233,795

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

¨

 

13.

Percent of Class Represented by Amount in Row 11

 

22.4%

14.

Type of Reporting Person (see instructions)

 

IN

 

 

 

 

CUSIP No. 67022C106 Page 6 of 10

 

1.

Name of Reporting Persons

 

Henrijette Richter (“Richter”)

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)

(b)

 

¨

x

3.

SEC USE ONLY

 

4.

Source of Funds (see instructions)

 

00

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

¨

 

6.

Citizenship or Place of Organization

 

Danish Citizen

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.           Sole Voting Power

 

0

8.           Shared Voting Power

 

7,233,795 ordinary shares (including 4,911 ordinary shares represented by ADSs), of which 7,233,795 shares are owned directly by SC VI. SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Richter, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.

9.           Sole Dispositive Power

 

0

 

10.         Shared Dispositive Power

 

7,233,795 ordinary shares (including 4,911 ordinary shares represented by ADSs), of which 7,233,795 shares are owned directly by SC VI. SP SAS, the management company of SC VI, may be deemed to have power to dispose of these shares, and Richter, a managing partner of SP SAS, may be deemed to have shared power to dispose of these shares.

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,233,795

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

¨

 

13.

Percent of Class Represented by Amount in Row 11

 

22.4%

14.

Type of Reporting Person (see instructions)

 

IN

 

 

 

 

CUSIP No. 67022C106 Page 7 of 10

 

1.

Name of Reporting Persons

 

Monique Saulnier (“Saulnier”)

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)

(b)                 

 

¨

x

3.

SEC USE ONLY

 

4.

Source of Funds (see instructions)

 

00

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

¨

 

6.

Citizenship or Place of Organization

 

French Citizen

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.           Sole Voting Power

 

0

8.           Shared Voting Power

 

7,233,795 ordinary shares (including 4,911 ordinary shares represented by ADSs), of which 7,233,795 shares are owned directly by SC VI. SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Saulnier, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.

9.           Sole Dispositive Power

 

0

 

10.         Shared Dispositive Power

 

7,233,795 ordinary shares (including 4,911 ordinary shares represented by ADSs), of which 7,233,795 shares are owned directly by SC VI. SP SAS, the management company of SC VI, may be deemed to have power to dispose of these shares, and Saulnier, a managing partner of SP SAS, may be deemed to have shared power to dispose of these shares.

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,233,795

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)                 

¨

 

13.

Percent of Class Represented by Amount in Row 11

 

22.4%

14.

Type of Reporting Person (see instructions)

 

IN

 

 

 

 

CUSIP No. 67022C106 Page 8 of 10

 

1.

Name of Reporting Persons

 

Graziano Seghezzi (“Seghezzi”)

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)

(b)                 

 

¨

x

3.

SEC USE ONLY

 

4.

Source of Funds (see instructions)

 

00

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

¨

 

6.

Citizenship or Place of Organization

 

Italian Citizen

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.           Sole Voting Power

 

0

8.           Shared Voting Power

 

7,233,795 ordinary shares (including 4,911 ordinary shares represented by ADSs), of which 7,233,795 shares are owned directly by SC VI. SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Seghezzi, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.

9.           Sole Dispositive Power

 

0

 

10.         Shared Dispositive Power

 

7,233,795 ordinary shares (including 4,911 ordinary shares represented by ADSs), of which 7,233,795 shares are owned directly by SC VI. SP SAS, the management company of SC VI, may be deemed to have power to dispose of these shares, and Seghezzi, a managing partner of SP SAS, may be deemed to have shared power to dispose of these shares.

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,233,795

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

¨

 

13.

Percent of Class Represented by Amount in Row 11

 

22.4%

14.

Type of Reporting Person (see instructions)

 

IN

 

 

 

 

  Page 9 of 10

 

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Schedule 13D (the “Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) by Sofinnova Capital VI FCPR (“SC VI”), Sofinnova Partners SAS, a French corporation (“SP SAS”), and Denis Lucquin (“Lucquin”), Antoine Papiernik (“Papiernik”), Monique Saulnier (“Saulnier”), Graziano Seghezzi (“Seghezzi”) and Henrijette Richter (“Richter”), the managing partners of SP SAS nd Denis Lucquin (“Lucquin”), Antoine Papiernik (“Papiernik”), Henrijette Richter (“Richter”), Monique Saulnier (“Saulnier”) and Graziano Seghezzi (“Seghezzi”), the managing partners of SP SAS (collectively, the “Listed Persons” and together with SC VI and SP SAS, the “Reporting Persons”) on September 27, 2017. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D, as amended. Capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D.

 

Item 5.Interest in Securities of the Issuer.

 

Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:

 

(c)SC VI sold Ordinary Shares of NuCana plc (the “Ordinary Shares”) since the filing of the Schedule 13D on the following dates at the daily average prices indicated below:

 

Date  Shares   Per Share
Average Price
   How Effected 
March 12, 2018   123,894   $20.2904    Open Market 
March 13, 2018   3,834   $20.0016    Open Market 
March 14, 2018   85,743   $19.2987    Open Market 
March 15, 2018   20,800   $19.0025    Open Market 
March 16, 2018   1,086   $19.0304    Open Market 
March 19, 2018   400   $19.0000    Open Market 
March 21, 2018   18,531   $19.0509    Open Market 
March 22, 2018   247   $19.0000    Open Market 
March 27, 2018   23   $19.0000    Open Market 
March 29, 2018   12,108   $19.0036    Open Market 
April 13, 2018   337,764   $25.0000    Block Trade 
November 9, 2018   261,775   $16.0124    Block Trade 

 

 

 

 

  Page 10 of 10

 

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: February 13, 2019

 

SOFINNOVA CAPITAL VI FCPR   SOFINNOVA PARTNERS SAS
         
By: Sofinnova Partners SAS   By: /s/ Monique Saulnier
      Name: Monique Saulnier
      Title: Managing Partner
By:  /s/ Monique Saulnier      
Name: Monique Saulnier      
Title: Managing Partner      
         
By: /s/ Denis Lucquin   By: /s/ Monique Saulnier
Name: Denis Lucquin   Name: Monique Saulnier
         
By: /s/ Antoine Papiernik   By: /s/ Henrijette Richter
Name: Antoine Papiernik   Name: Henrijette Richter
         
By: /s/ Graziano Seghezzi      
Name: Graziano Seghezzi