Sec Form 13G Filing - Redmile Group LLC filing for DECIPHERA PHARMACEUTICALS INC (DCPH) - 2024-02-14

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

  

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

Deciphera Pharmaceuticals, Inc.

(Name of Issuer)

 

Common Stock, $0.01 par value

(Title of Class of Securities)

  

24344T101

(CUSIP Number)

  

December 31, 2023

(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)
	x	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. 24344T101

1	Name of Reporting Person   Redmile Group, LLC
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   Delaware
number of shares beneficially owned by each reporting person with		5	Sole Voting Power   0
		6	Shared Voting Power   8,359,768 (1)
		7	Sole Dispositive Power   0
		8	Shared Dispositive Power   8,359,768 (1)
9	Aggregate Amount Beneficially Owned by Each Reporting Person   8,359,768 (1)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11	Percent of Class Represented by Amount in Row (9)   9.9%(2)
12	Type of Reporting Person (See Instructions)   IA, OO

 

⁽¹⁾ Redmile Group, LLC’s beneficial ownership of the Issuer’s Common Stock, $0.01 par value (“Common Stock”) is comprised of 4,801,540 shares of Common Stock owned by certain private investment vehicles and/or sub-advised accounts managed by Redmile Group, LLC (“Redmile”), including RedCo II Master Fund, L.P., which shares of Common Stock may be deemed beneficially owned by Redmile as investment manager of such private investment vehicles and/or sub-advised accounts. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. Subject to the Beneficial Ownership Blocker (as defined below), Redmile may also be deemed to beneficially own 4,250,000 shares of Common Stock issuable upon exercise of certain pre-funded warrants to purchase Common Stock (the “Warrants”). Pursuant to the terms of the Warrants, a holder of a Warrant will not be entitled to exercise any portion of the Warrant held by such holder, and the Issuer may not effect such exercise, to the extent (but only to the extent) that after giving effect to such issuance after exercise, the holder (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 9.99% (the “Beneficial Ownership Limitation”) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issued upon exercise of the Warrant (the “Beneficial Ownership Blocker”). The Beneficial Ownership Limitation may be changed at a holder’s election upon 61 days’ notice to the Issuer. The 8,359,768 shares of Common Stock reported as beneficially owned by Redmile in this Schedule 13G represent 9.99% of the outstanding shares of Common Stock (calculated in accordance with footnote (2) below).

⁽²⁾ Percentage based on the sum of (a) 80,123,138 shares of Common Stock outstanding as of October 26, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the Securities and Exchange Commission on October 30, 2023 (the “Form 10-Q”), plus (b) 3,558,228 shares of Common Stock issuable upon exercise of the Warrants, which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued upon exercise of the Warrants.

 

 

CUSIP No. 24344T101

1	Name of Reporting Person   Jeremy C. Green
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   United Kingdom
number of shares beneficially owned by each reporting person with		5	Sole Voting Power   0
		6	Shared Voting Power   8,359,768 (3)
		7	Sole Dispositive Power   0
		8	Shared Dispositive Power   8,359,768 (3)
9	Aggregate Amount Beneficially Owned by Each Reporting Person   8,359,768 (3)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11	Percent of Class Represented by Amount in Row (9)   9.9%(4)
12	Type of Reporting Person (See Instructions)   IN, HC

 

⁽³⁾ Jeremy C. Green’s beneficial ownership of the Issuer’s Common Stock is comprised of 4,801,540 shares of Common Stock owned by certain private investment vehicles and/or sub-advised accounts managed by Redmile, including RedCo II Master Fund, L.P. The reported securities may also be deemed beneficially owned by Mr. Green as the principal of Redmile. Redmile and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. Subject to the Beneficial Ownership Blocker, Mr. Green may also be deemed to beneficially own 4,250,000 shares of Common Stock issuable upon exercise of the Warrants. Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of any Warrant, and a holder of a Warrant does not have the right to exercise any portion of the Warrant held by such holder, if the Beneficial Ownership Blocker applies. The 8,359,768 shares of Common Stock reported as beneficially owned by Mr. Green in this Schedule 13G represent 9.99% of the outstanding shares of Common Stock (calculated in accordance with footnote (2) below).

⁽⁴⁾ Percentage based on the sum of (a) 80,123,138 shares of Common Stock outstanding as of October 26, 2023, as reported in the Issuer’s Form 10-Q, plus (b) 3,558,228 shares of Common Stock issuable upon exercise of the Warrants, which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued upon exercise of the Warrants.

 

 

CUSIP No. 24344T101

1	Name of Reporting Person   RedCo II Master Fund, L.P.
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   Cayman Islands
number of shares beneficially owned by each reporting person with		5	Sole Voting Power   0
		6	Shared Voting Power   4,863,784 (5)
		7	Sole Dispositive Power   0
		8	Shared Dispositive Power   4,863,784 (5)
9	Aggregate Amount Beneficially Owned by Each Reporting Person   4,863,784 (5)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11	Percent of Class Represented by Amount in Row (9)   5.8%(6)
12	Type of Reporting Person (See Instructions)   PN

 

⁽⁵⁾ RedCo II Master Fund, L.P.’s beneficial ownership of the Issuer’s Common Stock includes 1,305,556 shares of Common Stock. Subject to the Beneficial Ownership Blocker, RedCo II Master Fund, L.P. also beneficially owns 3,950,000 shares of Common Stock issuable upon exercise of the Warrants directly held by RedCo II Master Fund, L.P. Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of any Warrant, and a holder of a Warrant does not have the right to exercise any portion of the Warrant held by such holder, if the Beneficial Ownership Blocker applies. The shares of Common Stock reported as beneficially owned by RedCo II Master Fund, L.P. in this Schedule 13G represent the shares of Common Stock held directly by RedCo II Master Fund, L.P. and the 3,558,228 shares of Common Stock that could be issued to RedCo II Master Fund, L.P. upon exercise of certain of the Warrants directly held by RedCo II Master Fund, L.P. under the Beneficial Ownership Blocker.

⁽⁶⁾ Percentage based on the sum of (a) 80,123,138 shares of Common Stock outstanding as of October 26, 2023, as reported in the Issuer’s Form 10-Q, plus (b) 3,558,228 shares of Common Stock issuable upon exercise of the Warrants directly held by RedCo II Master Fund, L.P., which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued upon exercise of the Warrants.

 

 

Item 1.

 

(a)

Name of Issuer

 

Deciphera Pharmaceuticals, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices

 

200 Smith Street

Waltham, MA 02451

 

Item 2.

 

(a)

Names of Persons Filing

 

Redmile Group, LLC

Jeremy C. Green

RedCo II Master Fund, L.P.

 

(b)

Address of Principal Business office or, if None, Residence

 

Redmile Group, LLC

One Letterman Drive

Building D, Suite D3-300

The Presidio of San Francisco

San Francisco, California 94129

 

Jeremy C. Green

c/o Redmile Group, LLC (NY Office)

45 W. 27th Street, Floor 11

New York, NY 10001

 

RedCo II Master Fund, L.P.

c/o Redmile Group, LLC

One Letterman Drive

Building D, Suite D3-300

The Presidio of San Francisco

San Francisco, California 94129

 

(c)

Citizenship

 

Redmile Group, LLC: Delaware

Jeremy C. Green: United Kingdom

RedCo II Master Fund, L.P.: Cayman Islands

 

(d)

Title of Class of Securities

 

Common Stock, $0.01 par value

 

(e)

CUSIP Number

 

24344T101

 

 

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)	¨	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
	(k)	¨	Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________

 

Item 4.

Ownership.

 

(a)

Amount beneficially owned:

 

Redmile Group, LLC – 8,359,768*

Jeremy C. Green – 8,359,768*

RedCo II Master Fund, L.P. – 4,863,784 **

 

(b)

Percent of class:

 

Redmile Group, LLC – 9.9%*

Jeremy C. Green – 9.9%*

RedCo II Master Fund, L.P. – 5.8% **

  

(c)

Number of shares as to which Redmile Group, LLC has:

 

(i)

Sole power to vote or to direct the vote:

 

0

 

 

(ii)

Shared power to vote or to direct the vote:

 

8,359,768*

 

(iii)

Sole power to dispose or to direct the disposition of:

 

0

 

(iv)

Shared power to dispose or to direct the disposition of:

 

8,359,768*

 

Number of shares as to which Jeremy C. Green has:

 

(i)

Sole power to vote or to direct the vote:

 

0

 

(ii)

Shared power to vote or to direct the vote:

 

8,359,768*

 

(iii)

Sole power to dispose or to direct the disposition of:

 

0

 

(iv)

Shared power to dispose or to direct the disposition of:

 

8,359,768*

 

Number of shares as to which RedCo II Master Fund, L.P. has:

 

(i)

Sole power to vote or to direct the vote:

 

0

 

(ii)

Shared power to vote or to direct the vote:

 

4,863,784**

 

(iii)

Sole power to dispose or to direct the disposition of:

 

0

 

(iv)

Shared power to dispose or to direct the disposition of:

 

4,863,784**

 

*

Redmile Group, LLC’s and Jeremy C. Green’s beneficial ownership of the Issuer’s Common Stock is comprised of 4,801,540 shares of Common Stock owned by certain private investment vehicles and/or sub-advised accounts managed by Redmile Group, LLC, including RedCo II Master Fund, L.P., which shares of Common Stock may be deemed beneficially owned by Redmile Group, LLC as investment manager of such private investment vehicles and/or sub-advised accounts. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. Subject to the Beneficial Ownership Blocker, Redmile Group, LLC and Mr. Green may also be deemed to beneficially own 4,250,000 shares of Common Stock issuable upon exercise of the Warrants. Pursuant to the terms of the Warrants, a holder of a Warrant does not have the right to exercise any portion of the Warrant held by such holder, and such exercise will be void ab initio, if the Beneficial Ownership Blocker applies. The 8,359,768 shares of Common Stock reported as beneficially owned by Redmile Group, LLC in this Schedule 13G represent 9.99% of the outstanding shares of Common Stock. Percentage based on the sum of (a) 80,123,138 shares of Common Stock outstanding as of October 26, 2023, as reported in the Issuer’s Form 10-Q, plus (b) 3,558,228 shares of Common Stock issuable upon exercise of the Warrants, which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued upon exercise of the Warrants.

 

 

**

RedCo II Master Fund, L.P.’s beneficial ownership of the Issuer’s Common Stock is comprised of 1,305,556 shares of Common Stock. Subject to the Beneficial Ownership Blocker, RedCo II Master Fund, L.P. also beneficially owns 3,950,000 shares of Common Stock issuable upon exercise of the Warrants directly held by RedCo II Master Fund, L.P. Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of any Warrant, and a holder of a Warrant does not have the right to exercise any portion of the Warrant held by such holder, if the Beneficial Ownership Blocker applies. The shares of Common Stock reported as beneficially owned by RedCo II Master Fund, L.P. in this Schedule 13G represent the shares of Common Stock held directly by RedCo II Master Fund, L.P. and the 3,558,228 shares of Common Stock that could be issued to RedCo II Master Fund, L.P. upon exercise of certain of the Warrants directly held by RedCo II Master Fund, L.P. under the Beneficial Ownership Blocker. Percentage based on the sum of (a) 80,123,138 shares of Common Stock outstanding as of October 26, 2023, as reported in the Issuer’s Form 10-Q, plus (b) 3,558,228 shares of Common Stock issuable upon exercise of the Warrants directly held by RedCo II Master Fund, L.P., which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued upon exercise of the Warrants.

 

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 ¨

 

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 or Control Person.

 

See the response to Item 4.

 

Item 8.

Identification and Classification of Members of the Group.

 

N/A.

 

 

Item 9.

Notice of Dissolution of Group.

 

N/A.

 

Item 10.

Certifications.

 

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, other than activities solely in connection with a nomination under § 240.14a-11.

 

 

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, 2024

 

	Redmile Group, LLC
	By:		/s/ Jeremy C. Green
			Name: Jeremy C. Green
			Title: Managing Member

 

 

	/s/ Jeremy C. Green
	Jeremy C. Green
	RedCo II Master Fund, L.P.
	By: RedCo II (GP), LLC, its general partner
	By:		/s/ Jeremy C. Green
			Name: Jeremy C. Green
			Title: Managing Member