0000318989-23-000007.txt : 20230202 0000318989-23-000007.hdr.sgml : 20230202 20230202183051 ACCESSION NUMBER: 0000318989-23-000007 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230202 FILED AS OF DATE: 20230202 DATE AS OF CHANGE: 20230202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FIL Ltd CENTRAL INDEX KEY: 0000318989 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41608 FILM NUMBER: 23582833 BUSINESS ADDRESS: STREET 1: P.O. BOX H.M. 670 CITY: HAMILTON STATE: D0 ZIP: 00000 BUSINESS PHONE: 617-563-7000 MAIL ADDRESS: STREET 1: P.O. BOX H.M. 670 CITY: HAMILTON STATE: D0 ZIP: 00000 FORMER NAME: FORMER CONFORMED NAME: FIL LTD DATE OF NAME CHANGE: 20080213 FORMER NAME: FORMER CONFORMED NAME: FIDELITY INTERNATIONAL LTD DATE OF NAME CHANGE: 19920929 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Structure Therapeutics Inc. CENTRAL INDEX KEY: 0001888886 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 981480821 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 611 GATEWAY BLVD SUITE 223 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: (628) 229-9277 MAIL ADDRESS: STREET 1: 611 GATEWAY BLVD SUITE 223 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: ShouTi Inc. DATE OF NAME CHANGE: 20211019 3 1 primary_doc.xml PRIMARY DOCUMENT X0206 3 2023-02-02 0 0001888886 Structure Therapeutics Inc. GPCR 0000318989 FIL Ltd P.O. BOX H.M. 670 HAMILTON D0 00000 BERMUDA 0 0 1 1 See Remark 1 Series A Convertible Preferred Shares Ordinary Shares 4013678 I Eight Roads Investments Series A+ Convertible Preferred Shares Ordinary Shares 620499 I Eight Roads Investments Series B Convertible Preferred Shares Ordinary Shares 452867 I Eight Roads Investments Series B-1 Convertible Preferred Shares Ordinary Shares 179242 I Eight Roads Investments Series A Convertible Preferred Shares Ordinary Shares 71636 I ERVC Healthcare Advisors IV, LP Seriers A+ Convertible Preferred Shares Ordinary Shares 10154 I ERVC Healthcare Advisors IV, LP Series B Convertible Preferred Shares Ordinary Shares 7411 I ERVC Healthcare Advisors IV, LP Series B-1 Convertible Preferred Shares Ordinary Shares 494035 I ERVC Healthcare V, LP Series A Convertible Preferred Shares Ordinary Shares 624239 I ERVC Healthcare IV, LP The Series A+, A, B, and B-1 preferred shares are convertible on a 1-for-1 basis into the number of shares of Ordinary Shares as shown in column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering without payment or further consideration, and have no expiration date. Remark 1:Eight Roads Shareholdings Limited ("ERSL") and Pandanus Partners, LP ("Pandanus") own shares of Eight Roads Holdings Limited ("ERHL") voting stock. ERHL is the immediate parent company of Eight Roads Investments ("ERI"), which owns the shares being reported on with this Form. While the percentage of total voting power represented by ERSL's and Pandanus' shares of ERHL voting stock may fluctuate due to changes in the total number of shares of ERHL voting stock outstanding from time to time, ERSL's holdings represents more than 50% and Pandanus' holding represents more than 25% and less than 50% of, the total votes which may be cast by all holders of ERHL voting stock. The shares in ERSL are owned primarily by officers and senior employees of FIL Limited and Eight Roads together with several charitable organizations. No such person or organization owns or controls more than 25% of the voting stock in ERSL. Pandanus Associates, Inc. ("PAI") acts as general partner of Pandanus. Pandanus is owned by trusts for the benefit of members of the Johnson family, including ERHL's Chairman Abigail P. Johnson, but disclaims that any such member is a beneficial owner of the securities reported on this form. The address of ERSL, ERHL and ERI is 42 Crow Lane, Hamilton HM19, Bermuda. The address of Pandanus is c/o FIL Limited, 42 Crow Lane, Hamilton HM19, Bermuda. The address of PAI is 11 Keewaydin Drive, Suite 100, Salem, NH, USA, 03079. ERVC Healthcare IV, LP and ERVC Healthcare V, LP (Collectively "ERVC HC") are limited partners. The General Partners of ERVC HC are ERVC Healthcare Advisors V, LP and ERVC Healthcare Advisors IV, LP (collectively "ERVC HCA"). The general partner of ERVC HCA is Eight Roads GP, which is controlled by ERSL. Remark 2: The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the undersigned are the beneficial owners of any securities reported herein. Stephanie J. Brown, Duly authorized under Powers of Attorney, by and on behalf of FIL Limited, Eight Roads Shareholdings Limited, and its direct and indirect subsidiaries, Eight Roads Holdings Limited and Eight Roads Investments 2023-02-02 EX-24 2 exhibit24.txt POA Exhibit 24 POWER OF ATTORNEY Effective as of the date hereof, the undersigned does hereby appoint Stephanie J. Brown, with full power of substitution, as the true and lawful attorney of the undersigned, with full power and authority to execute such documents and to make such regulatory or other filings and amendments thereto as shall from time to time be required pursuant to the Securities Exchange Act of 1934, as amended, any rules or regulations adopted thereunder, and such other U.S. and non-U.S. laws, rules or regulations as shall from time to time be applicable in respect of the beneficial ownership of securities directly or indirectly attributable to the undersigned, and generally to do all such things in the name and on behalf of the undersigned in connection therewith as said attorney-in-fact deems necessary or appropriate to cause such filings to be completed and filed. This Power of Attorney shall remain in full force and effect only for such time as Stephanie J. Brown shall continue to be an officer of Fidelity Management & Research Company LLC, provided that, notwithstanding the foregoing, this Power of Attorney may be revoked at any time by the undersigned in writing. This Power of Attorney has been executed as of the 19th day of December, 2022. Eight Roads Holding Limited By /s/ Barclay Simmons Barclay Simmons Director POWER OF ATTORNEY Effective as of the date hereof, the undersigned does hereby appoint Stephanie J. Brown, with full power of substitution, as the true and lawful attorney of the undersigned, with full power and authority to execute such documents and to make such regulatory or other filings and amendments thereto as shall from time to time be required pursuant to the Securities Exchange Act of 1934, as amended, any rules or regulations adopted thereunder, and such other U.S. and non-U.S. laws, rules or regulations as shall from time to time be applicable in respect of the beneficial ownership of securities directly or indirectly attributable to the undersigned, and generally to do all such things in the name and on behalf of the undersigned in connection therewith as said attorney-in-fact deems necessary or appropriate to cause such filings to be completed and filed. This Power of Attorney shall remain in full force and effect only for such time as Stephanie J. Brown shall continue to be an officer of Fidelity Management & Research Company LLC, provided that, notwithstanding the foregoing, this Power of Attorney may be revoked at any time by the undersigned in writing. This Power of Attorney has been executed as of the 19th day of December, 2022. Eight Roads Investments By /s/ Driaan Viljoen Driaan Viljoen Director POWER OF ATTORNEY Effective as of the date hereof, the undersigned does hereby appoint Stephanie J. Brown, with full power of substitution, as the true and lawful attorney of the undersigned, with full power and authority to execute such documents and to make such regulatory or other filings and amendments thereto as shall from time to time be required pursuant to the Securities Exchange Act of 1934, as amended, any rules or regulations adopted thereunder, and such other U.S. and non-U.S. laws, rules or regulations as shall from time to time be applicable in respect of the beneficial ownership of securities directly or indirectly attributable to the undersigned, and generally to do all such things in the name and on behalf of the undersigned in connection therewith as said attorney-in-fact deems necessary or appropriate to cause such filings to be completed and filed. This Power of Attorney shall remain in full force and effect only for such time as Stephanie J. Brown shall continue to be an officer of Fidelity Management & Research Company LLC, provided that, notwithstanding the foregoing, this Power of Attorney may be revoked at any time by the undersigned in writing. This Power of Attorney has been executed as of the 19th day of December, 2022. Eight Roads Shareholdings Limited By /s/ Barclay Simmons Barclay Simmons Director