0001213900-19-001874.txt : 20190208 0001213900-19-001874.hdr.sgml : 20190208 20190208095108 ACCESSION NUMBER: 0001213900-19-001874 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190208 DATE AS OF CHANGE: 20190208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARYA SCIENCES ACQUISITION CORP. CENTRAL INDEX KEY: 0001746037 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90676 FILM NUMBER: 19578268 BUSINESS ADDRESS: STREET 1: C/O PERCEPTIVE ADVISORS STREET 2: 51 ASTOR PLACE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 2122842300 MAIL ADDRESS: STREET 1: C/O PERCEPTIVE ADVISORS STREET 2: 51 ASTOR PLACE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARYA SCIENCES HOLDINGS CENTRAL INDEX KEY: 0001746017 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O PERCEPTIVE ADVISORS STREET 2: 51 ASTOR PLACE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 2122842300 MAIL ADDRESS: STREET 1: C/O PERCEPTIVE ADVISORS STREET 2: 51 ASTOR PLACE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 SC 13G 1 sc13g0219aryah_aryasciacq.htm SCHEDULE 13G

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

ARYA Sciences Acquisition Corp.
(Name of Issuer)

 

CLASS A ORDINARY SHARES, PAR VALUE $0.0001
(Title of Class of Securities)

 

G3165V1178
(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 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 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).

 

 

 

 

 

 

1.

Names of Reporting Persons

 

ARYA Sciences Holdings

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

 

Cayman Islands

Number of
Shares
Beneficially Owned By Each Reporting Person With
5.

Sole Voting Power

 

3,503,7501

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

3,503,7501

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,503,7501

10.

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

 

11.

Percent of Class Represented By Amount in Row (9)

 

19.5%1

12.

Type of Reporting Person (See Instructions)

 

CO

 

 

1See Item 4. ARYA Sciences Holdings (the “Reporting Person”) owns 3,503,750 shares of the Issuer’s Class B Ordinary Shares, which are automatically convertible into shares of the Issuer’s Class A Ordinary Shares at the time of the Issuer’s initial business combination and as more fully described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-227283).

 

2

 

 

Item 1(a)

Name of Issuer

 

ARYA Sciences Acquisition Corp. (the “Issuer”)

 

Item 1(b)

Address of the Issuer’s Principal Executive Offices

 

51 Astor Place, 10th Floor

New York, NY 10003

 

Item 2(a)

Names of Persons Filing

 

ARYA Sciences Holdings (the “Reporting Person”)

 

Item 2(b)

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

 

51 Astor Place, 10th Floor

New York, NY 10003

 

Item 2(c)

Citizenship

 

Cayman Islands

 

Item 2(d)

Title of Class of Securities

 

Class A Ordinary Shares, $0.0001 par value per share.

 

Item 2(e)

CUSIP Number

 

G3165V1178

 

Item 3

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

  ☐  (a) Broker or Dealer registered under Section 15 of the Exchange Act.
  ☐  (b) Bank as defined in Section 3(a)(b) or the Exchange Act.
  ☐  (c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.
  ☐  (d) Investment company registered under Section 8 of the Investment Company Act.
  ☐  (e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
  ☐  (f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
  ☐  (g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
  ☐  (h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
  ☐  (i) A Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
  ☐  (j) A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii) (J).
  ☐  (k) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
     
  If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

3

 

 

Item 4

Ownership

 

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

 

As of December 31, 2018, the Reporting Person may be deemed to beneficially own 3,503,750 shares of the Issuer’s Class B Ordinary Shares, representing 19.5% of the total Class A and Class B Ordinary Shares issued and outstanding. The Class B Ordinary Shares are automatically convertible into the Issuer’s Class A Ordinary Shares at the time of the Issuer’s initial business combination on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-227283).

 

The Reporting Person is governed by a board of directors, consisting of three individuals, each of whom has one vote. A majority of the board of directors is required to make voting and dispositive decisions regarding the Issuer’s securities. As such, none of the members of the board of directors of the Reporting Person is deemed to be a beneficial owner of the Issuer’s Class B Ordinary Shares.

   
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

 

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

Certification

 

Not Applicable

 

4

 

 

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: February 8, 2019

 

ARYA SCIENCES HOLDINGS  
   
By: /s/ James Mannix  
Name: James Mannix  
Title: Secretary