0001185185-20-000226.txt : 20200302 0001185185-20-000226.hdr.sgml : 20200302 20200302113911 ACCESSION NUMBER: 0001185185-20-000226 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200302 DATE AS OF CHANGE: 20200302 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MeiraGTx Holdings plc CENTRAL INDEX KEY: 0001735438 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90529 FILM NUMBER: 20675350 BUSINESS ADDRESS: STREET 1: 450 EAST 29TH STREET STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 6464902965 MAIL ADDRESS: STREET 1: 450 EAST 29TH STREET STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ADENA ESTATE INC. CENTRAL INDEX KEY: 0001799740 IRS NUMBER: 000000000 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 0405 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 28 ESPLANADE CITY: ST HELIER STATE: Y9 ZIP: JE2 3QA BUSINESS PHONE: 00441534700145 MAIL ADDRESS: STREET 1: 28 ESPLANADE CITY: ST HELIER STATE: Y9 ZIP: JE2 3QA SC 13G 1 adenaestat20200227_sc13g.htm SCHEDULE 13G adenaestat20200227_sc13g.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

 

(Amendment No.      )*

 

MeiraGTx Holdings plc

(Name of Issuer)

 

Ordinary shares, nominal value $0.00003881 per share

(Title of Class of Securities)

 

G59665 102

(CUSIP Number)

 

June 8th 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 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).

 

 

 

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 
 

 

         

CUSIP No. G59665 102

 

13G

 

Page 2 of 6 Pages

 

 

  

 

  
         

1.

 

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Adena Estate Inc.

 

 

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
 
British Virgin Islands

 

 
         

NUMBER OF

 

5.

 

SOLE VOTING POWER 
2,086,899

SHARES

BENEFICIALLY

 

6.

 

SHARED VOTING POWER 
 

OWNED BY

EACH

 

7.

 

SOLE DISPOSITIVE POWER 
2,086,899

REPORTING

PERSON WITH

 

8.

 

SHARED DISPOSITIVE POWER 
 
         

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,086,899

 

 

10.

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ☐

 

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.7%

 

 

12.

 

TYPE OF REPORTING PERSON (see instructions)

CO

 

 

 

 
 

 

         

CUSIP No. G59665 102

 

13G

 

Page 3 of 6 Pages

 

 

  

 

  

 

Item 1.

 

 

(a)

Name of Issuer
MeiraGTx

 

    

 

(b)

Address of Issuer’s Principal Executive Offices
430 East 29th Street, 10th Floor

New York, New York 10016

 

    

 

Item 2.

 

 

(a)

Name of Person Filing
Adena Estate Inc

 

    

 

(b)

Address of the Principal Office or, if none, residence
PO Box 71, Craigmuir Chambers, Road Town Tortola,

British Virgin Islands, VG1110

 

    

 

(c)

Citizenship
 

 

    

 

(d)

Title of Class of Securities
Ordinary Shares

 

    

 

(e)

CUSIP Number
 

 

    

 

 
 

 

         

CUSIP No. G59665 102

 

13G

 

Page 4 of 6 Pages

 

 

  

 

  

 

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)

☐

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

      

 

(f)

☐

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

      

 

(g)

☐

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

      

 

(h)

☐

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

      

 

(i)

☐

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

      

 

(j)

☐

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

      

 

 
 

 

         

CUSIP No. G59665 102

 

13G

 

Page 5 of 6 Pages

 

 

  

 

  

 

Item 4.  Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

         

 

(a)

 

Amount beneficially owned:  2,086,899

 

        

 

(b)

 

Percent of class:  5.7%

 

        

 

(c)

 

Number of shares as to which the person has:  

 

        

 

 

 

(i)

Sole power to vote or to direct the vote  2,086,899

 

        

 

 

 

(ii)

Shared power to vote or to direct the vote  

 

        

 

 

 

(iii)

Sole power to dispose or to direct the disposition of  2,086,899

 

        

 

 

 

(iv)

Shared power to dispose or to direct the disposition of  

 

        

 

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

 

Item 5.  Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following     ☐.

 

Instruction. Dissolution of a group requires a response to this item.

 

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

 

 N/A

 

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

 N/A

 

Item 8.  Identification and Classification of Members of the Group.

 

 N/A

 

Item 9.  Notice of Dissolution of Group.

 

 N/A

 

 
 

 

         

CUSIP No. G59665 102

 

13G

 

Page 6 of 6 Pages

 

 

  

 

  

Item 10.  Certification.

 

         

 

(a)

 

The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):

 

        

 

 

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

  

 

        

 

(b)

 

The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):

 

        

 

 

 

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.

  

 

        

 

 

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.

 

 

February 24, 2020
Date
 

/s/ Paul Weir
Signature
 

Director, Adena Estate, Inc.
Name/Title