Sec Form 13D Filing - GSK plc filing for Translate Bio Inc. (TBIO) - 2020-02-14

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

 

(Amendment No. 3)*

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

TRANSLATE BIO, INC.

(Name of Issuer)

 

Common Stock, Par Value $0.001

(Title of Class of Securities)

 

89374L 10 4

(CUSIP Number)

 

Victoria A. Whyte

GlaxoSmithKline plc

980 Great West Road

Brentford, Middlesex TW8 9GS

England

Telephone: +44 (0)208 047 5000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

May 29, 2019

(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.

 

* 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.

 

 

 

 

 

Cusip No. 89374L 10 4 13D/A3 Page 2 of 9

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

GlaxoSmithKline plc
   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ☐
(b)    ☐
   
3.   SEC USE ONLY
 
   
4.   SOURCE OF FUNDS (see instructions)
 
WC
   
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
England and Wales
   
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
  7.   SOLE VOTING POWER
 
646,541
  8.   SHARED VOTING POWER
 
-0-
  9.   SOLE DISPOSITIVE POWER
 
646,541
  10.   SHARED DISPOSITIVE POWER
 
-0-
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

646,541 shares of Common Stock (1)
   
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ☐
   
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.1 % of the shares of Common Stock (2)
   
14.   TYPE OF REPORTING PERSON (see instructions)

CO
   
Footnotes:        
(1)           Common Stock are held of record by S.R. One, Limited (“SR One”), an indirect, wholly-owned subsidiary of GlaxoSmithKline plc.
(2)           Based upon 60,022,067 of the Issuer’s Common Stock outstanding as of November 4, 2019, as reported in the Issuer’s quarterly report for  Form 10-Q the quarter period ending September 30, 2019,  filed with the Securities and Exchange Commission (the “SEC”) on November 6, 2019.

 

 

 

 

Cusip No. 89374L 10 4 13D/A3 Page 3 of 9
     

Item 1.  Security and Issuer.

 

This Amendment No. 3 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on July 5, 2018 (as amended by Amendment No.1 filed on October 17, 2018 and Amendment No.2 filed on May 3, 2019, the “Schedule 13D”, and as amended by this Amendment No.3, the “Statement”) with respect to the shares of common stock, par value $0.001 per share (the “Common Stock”) of Translate Bio, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 29 Hartwell Avenue, Lexington, Massachusetts 02421. This Amendment No.3 is filed to disclose (1) the change of beneficial ownership as a result of (a) the disposition of shares of Common Stock by the Reporting Person and (b) an increase of the Issuer’s Common Stock outstanding and (2) that the Reporting Person has ceased to be the beneficial owner of more than five percent of the Common Stock. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.

 

Item 2.  Identity and Background.

 

The response set forth in Item 2 of the Schedule 13D is hereby amended by deleting Schedule 1 in its entirety and replacing it with Schedule 1 attached.

 

Item 5.  Interest in Securities of the Issuer.

 

The response set forth in Item 5 of the Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing it with the following:

 

(a), (b) The information contained in rows 7, 8, 9, 10, 11, and 13 on each of the cover pages of this Statement is incorporated by reference in its entirety into this Item 5.

 

c) From May 28, 2019 to December 6, 2019 S.R. One disposed of 2,551,372 shares of Common Stock as follows:

 

Date of Transaction Number of shares
disposed of
Sale price per share
     
28-May-19 52,119 $10.067000
     
29-May-19 78,308 $10.322900
     
30-May-19 110,560 $10.793200
     
31-May-19 20,479 $11.038400
     
3-Jun-19 47,800 $10.449900
     
10-Jun-19 43,888 $10.135900
     
11-Jun-19 25,069 $10.086100
     
12-Jun-19 1,422 $10.102800
     
13-Jun-19 15,700 $10.104400
     
17-Jun-19 100,000 $10.063400
     
18-Jun-19 239,483 $10.234500
     
19-Jun-19 50,000 $10.810500

 

 

 

 

Cusip No. 89374L 10 4 13D/A3 Page 4 of 9

 

Date of Transaction Number of shares
disposed of
Sale price per share
     
19-Jun-19 25,000 $11.2085
     
28-Jun-19 200,000 $12.5204
     
1-Jul-19 17,469 $12.5092
     
2-Jul-19 50,000 $11.7500
     
2-Jul-19 5,508 $11.7707
     
8-Jul-19 800 $11.5300
     
9-Jul-19 799 $11.0765
     
11-Jul-19 10,975 $10.3085
     
15-Jul-19 700 $10.1093
     
6-Aug-19 13,300 $8.2802
     
7-Aug-19 525,000 $8.1500
     
7-Aug-19 2,720 $8.4165
     
9-Aug-19 63,809 $8.2613
     
12-Aug-19 110 $8.2500
     
13-Aug-19 8,370 $8.2714
     
14-Aug-19 300,000 $8.2510
     
16-Aug-19 43,561 $8.3344
     
19-Aug-19 26,498 $8.3571
     
20-Aug-19 41,632 $8.5468
     
29-Aug-19 25,000 $9.1238
     
30-Aug-19 25,000 $9.1390
     
3-Sep-19 5,499 $9.6175
     
4-Sep-19 50,000 $10.0013
     
5-Sep-19 4,511 $10.1166
     
6-Sep-19 50,000 $10.1382
     
30-Sep-19 27,350 $10.0057
     
7-Nov-19 47,743 $9.7687
     
12-Nov-19 100 $9.8000
     
19-Nov-19 66,631 $10.0976
     
21-Nov-19 20,800 $10.7793
     
22-Nov-19 37,337 $10.3458
     
25-Nov-19 8,822 $10.2744
     
26-Nov-19 1,458 $10.0765
     
29-Nov-19 7,628 $10.0500
     
2-Dec-19 300 $10.2026
     
3-Dec-19 11,390 $10.0074
     
4-Dec-19 983 $10.0592
     
4-Dec-19 8,853 $10.0492
     
5-Dec-19 1,046 $10.0000

 

 

 

 

Cusip No. 89374L 10 4 13D/A3 Page 5 of 9

 

Date of Transaction Number of
shares disposed
of
Sale price per share
     
6-Dec-19 29,842 $10.0862

 

Each disposition listed above was made in an open market transaction through a broker on the Nasdaq Global Select Market.

 

(d) No person, other than GlaxoSmithKline plc, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by GlaxoSmithKline plc.

 

(e) The Reporting Person has ceased to be the beneficial owner of more than five percent of the Common Stock on June 18, 2019. Therefore, this is the final amendment to the Statement and an exit filing for the Reporting Person.

 

 

 

 

Cusip No. 89374L 10 4 13D/A3 Page 6 of 9

 

 

 

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 14, 2020    
     
 GLAXOSMITHKLINE PLC  
    
 By: /s/ Victoria A. Whyte  
 Name:  Victoria A. Whyte  
 Title:    Authorized Signatory  

 

 

 

 

Cusip No. 89374L 10 4

13D/A3

Page 7 of 9

 

SCHEDULE 1

 

Name

 

Business Address

 

Principal Occupation or Employment

 

Citizenship

 

Board of Directors

 

 

 

 

 

 

 

 

Emma Walmsley

 

980 Great West Road
Brentford
Middlesex, England
TW8 9GS

 

 

Executive Director and Chief Executive Officer

 

British

Manvinder Singh Banga

 

980 Great West Road
Brentford
Middlesex, England
TW8 9GS

 

 

Company Director

 

 

British & Indian

 

Dr. Hal Barron

 

269 E. Grand Avenue,

South San Francisco,

CA 94080

 

 

Chief Scientific Officer & President, R&D

 

US

Dr. Vivienne Cox

 

980 Great West Road
Brentford
Middlesex, England
TW8 9GS

 

 

Company Director

 

British

Lynn Elsenhans

 

980 Great West Road
Brentford
Middlesex, England
TW8 9GS

 

 

Company Director

 

US

Dr. Jesse Goodman

 

980 Great West Road
Brentford
Middlesex, England
TW8 9GS

 

 

Company Director

 

US

Dr Laurie Glimcher

 

980 Great West Road
Brentford
Middlesex, England
TW8 9GS

 

 

Company Director

 

US

Judy Lewent

 

980 Great West Road
Brentford
Middlesex, England
TW8 9GS

 

 

Company Director

 

US

 

Iain MacKay

 

980 Great West Road
Brentford
Middlesex, England
TW8 9GS

 

 

Executive Director & Chief Financial Officer

 

British

Urs Rohner

 

 

980 Great West Road
Brentford
Middlesex, England
TW8 9GS

 

Company Director

 

Swiss

 

 
 

Cusip No. 89374L 10 4

13D/A3

Page 8 of 9

 

Name

 

Business Address

 

Principal Occupation or Employment

 

Citizenship

Jonathan Symonds

 

980 Great West Road
Brentford
Middlesex, England
TW8 9GS

 

Chairman and Company Director

 

British

 

Corporate Executive Team

 

 

 

 

Emma Walmsley

980 Great West Road
Brentford
Middlesex, England
TW8 9GS

 

Executive Director and Chief Executive Officer

British

Dr. Hal Barron

269 E. Grand Avenue,

South San Francisco,

CA 94080

 

Chief Scientific Officer & President, R&D

 

US

Roger Connor

980 Great West Road
Brentford
Middlesex, England
TW8 9GS

 

President, Global Vaccines

Irish

Diana Conrad

980 Great West Road
Brentford
Middlesex, England
TW8 9GS

 

Senior Vice President, Human Resoures

Canadian

James Ford

980 Great West Road
Brentford
Middlesex, England
TW8 9GS

 

Senior Vice President & General Counsel

British & US

Nick Hirons

980 Great West Road
Brentford
Middlesex, England
TW8 9GS

 

Senior Vice President, Global Ethics and Compliance

British & US

Sally Jackson

980 Great West Road
Brentford
Middlesex, England
TW8 9GS

 

Senior Vice President, Global Communications and CEO Office

British

Iain MacKay

980 Great West Road
Brentford
Middlesex, England
TW8 9GS

 

Executive Director & Chief Financial Officer

British

Brian McNamara

184 Liberty Corner Road
Warren
NJ, 07059

Chief Executive Officer, GSK Consumer Healthcare

US

 

 
 

Cusip No. 89374L 10 4

13D/A3

Page 9 of 9

 

Luke Miels

980 Great West Road
Brentford
Middlesex, England
TW8 9GS

 

President, Global Pharmaceuticals

Australian

David Redfern

980 Great West Road
Brentford
Middlesex, England
TW8 9GS

 

Chief Strategy Officer

British

Regis Simard

980 Great West Road
Brentford
Middlesex, England
TW8 9GS

 

President Pharmaceutical Supply Chain

French & British

Karenann Terrell

980 Great West Road
Brentford
Middlesex, England
TW8 9GS

 

Chief Digital and Technology Officer

Canadian

Philip Thomson

980 Great West Road
Brentford
Middlesex, England
TW8 9GS

 

President, Global Affairs

British

Deborah Waterhouse

980 Great West Road
Brentford
Middlesex, England
TW8 9GS

Chief Executive Officer of ViiV Healthcare

British