Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 8)1
Summit Therapeutics Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
86627T108
(CUSIP Number)
ADAM W. FINERMAN, ESQ.
BAKER HOSTETLER LLP
45 Rockefeller Plaza
New York, New York 10111
(212) 589-4233
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 7, 2023
(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 § 240.13d-7 for other parties to whom copies are to be sent.
1 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. 86627T108
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| ROBERT W. DUGGAN | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ | |||||||||||||||||
| (b) ¨ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| PF | |||||||||||||||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |||||||||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| U.S.A. | |||||||||||||||||||
| NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 175,864,281* | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | - 0 - | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 175,864,281* | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| - 0 - | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 175,864,281* | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 78.1%* | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| IN | |||||||||||||||||||
* The 175,864,281 shares of Common Stock beneficially owned consist of (i) 162,532,792 shares of Common Stock previously owned by the Reporting Person, (ii) 9,346,434 shares of Common Stock, representing the number of shares of Common Stock issued to the Reporting Person as payment of interest in connection with the NPA (as defined below) and (iii) includes the exercise of warrants to buy 3,985,055 shares of Common Stock, which are exercisable until December 24, 2029.
| 2 |
CUSIP No. 86627T108
The following constitutes the Schedule 13D/A filed by the undersigned (as amended hereby, the “Schedule 13D”).
| Item 5. | Interests in Securities of the Issuer. |
Item 5(a) is hereby amended and restated to read as follows:
The aggregate percentage of Common Stock reported owned by the Reporting Person is based on 221,241,725 shares of Common Stock outstanding as of February 6, 2023, which is the total number of shares of Common Stock disclosed by the Issuer in the Issuer’s Prospectus filed with the Securities and Exchange Commission on February 7, 2023.
| A. | Mr. Duggan |
| (a) | As of February 6, 2023, through the holding of (i) 171,879,226 shares of Common Stock and (ii) warrants to purchase 3,985,055 shares of Common Stock, the Reporting Person beneficially owns 175,864,281 shares of Common Stock (the “Shares”). Shares held by the Reporting Person include shares held in his retirement accounts. |
Percentage: Approximately 78.1%.
| 3 |
CUSIP No. 86627T108
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 16, 2023
|
/s/ Robert W. Duggan | |
| Robert W. Duggan |
| 4 |