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 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Exicure, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
30205M101
(CUSIP Number)
December 31, 2022
(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).
| CUSIP No. 30205M101 | SCHEDULE 13G | Page 2 of 9 Pages |
| 1 |
NAMES OF REPORTING PERSON
Double Black Diamond Offshore Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
0 | ||||
| 6 | SHARED VOTING POWER
212,283 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
212,283 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
212,283 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.3% | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
2
| CUSIP No. 30205M101 | SCHEDULE 13G | Page 3 of 9 Pages |
| 1 |
NAMES OF REPORTING PERSON
Carlson Capital, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
212,283 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
212,283 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
212,283 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.3% | |||||
| 12 | TYPE OF REPORTING PERSON
PN, IA | |||||
3
| CUSIP No. 30205M101 | SCHEDULE 13G | Page 4 of 9 Pages |
| 1 |
NAMES OF REPORTING PERSON
Asgard Investment Corp. II | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
212,283 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
212,283 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
212,283 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.3% | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
4
| CUSIP No. 30205M101 | SCHEDULE 13G | Page 5 of 9 Pages |
| 1 |
NAMES OF REPORTING PERSON
Clint D. Carlson | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
212,283 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
212,283 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
212,283 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.3% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
5
Explanatory Note:
This Amendment No. 1 (the “Amendment”) ”) amends the initial statement on Schedule 13G originally filed by the Reporting Persons on December 6, 2022. This Amendment is being filed to disclose that the Reporting Persons have ceased to be the beneficial owners of more than five percent of the outstanding shares of Common Stock of the Issuer. This Amendment is the final amendment to the Schedule 13G and constitutes an exit filing for each Reporting Person.
| Item 1(a). | NAME OF ISSUER |
Exicure, Inc., a Delaware corporation (the “Issuer”).
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| Item 4. | OWNERSHIP |
| A. | The Fund: |
| (a) | Amount beneficially owned: 212,283 shares of Common Stock |
| (b) | Percent of class: 4.3% |
| (c) | (i) Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or direct the vote: 212,283 |
| (iii) | Sole power to dispose or direct the disposition: 0 |
| (iv) | Shared power to dispose or direct the disposition: 212,283 |
| B. | Carlson Capital: |
| (a) | Amount beneficially owned: 212,283 |
| (b) | Percent of class: 4.3% |
| (c) | (i) Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or direct the vote: 212,283 |
| (iii) | Sole power to dispose or direct the disposition: 0 |
| (iv) | Shared power to dispose or direct the disposition: 212,283 |
7
| C. | Asgard II: |
| (a) | Amount beneficially owned: 212,283 |
| (b) | Percent of class: 4.3% |
| (c) | (i) Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or direct the vote: 212,283 |
| (iii) | Sole power to dispose or direct the disposition: 0 |
| (iv) | Shared power to dispose or direct the disposition: 212,283 |
| D. | Mr. Carlson: |
| (a) | Amount beneficially owned: 212,283 |
| (b) | Percent of class: 4.3% |
| (c) | (i) Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or direct the vote: 212,283 |
| (iii) | Sole power to dispose or direct the disposition: 0 |
| (iv) | Shared power to dispose or direct the disposition: 212,283 |
The percentages reported in this Schedule 13G are based on 4,964,630 shares of Common Stock outstanding as of November 11, 2022, as reported in the Form 10-Q filed by the Issuer on November 14, 2022.
| 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 5 percent of the class of securities, check the following ☒.
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SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATED: February 9, 2023
| DOUBLE BLACK DIAMOND OFFSHORE LTD. | ||
| By: Carlson Capital, L.P., its investment manager | ||
| By: Asgard Investment Corp. II, its general partner | ||
| By: | /s/ Clint D. Carlson | |
| Name: | Clint D. Carlson | |
| Title: | President | |
| CARLSON CAPITAL, L.P. | ||
| By: Asgard Investment Corp. II, its general partner | ||
| By: | /s/ Clint D. Carlson | |
| Name: | Clint D. Carlson | |
| Title: | President | |
| ASGARD INVESTMENT CORP. II | ||
| By: | /s/ Clint D. Carlson | |
| Name: | Clint D. Carlson | |
| Title: | President | |
| CLINT D. CARLSON | ||
| /s/ Clint D. Carlson | ||
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