Sec Form 13D Filing - SOFINNOVA CAPITAL VI FCPR filing for NUCANA PLC SPONSORED ADR (NCNA) - 2021-02-02

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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

 

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13D

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)*

 

NuCana plc

 

(Name of Issuer)

 

Ordinary Shares

 

(Title of Class of Securities)

 

67022C106

 

(CUSIP Number)

 

Armance Bordes

Sofinnova Partners SAS

7-11 blvd Haussmann

75009 Paris

France

+33 1 76 23 41 09

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

January 12, 2021

 

(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 Rule 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 (however, see the Notes).

  

 

 

 

 

 

CUSIP No. 67022C106 Page 2 of 10

1.

Name of Reporting Persons

 

Sofinnova Capital VI FCPR (“SC VI”)

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)

(b)

¨                    

x                   

3.

SEC USE ONLY

 

4.

Source of Funds (see instructions)

 

WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨                   
6.

Citizenship or Place of Organization

 

France

 

 

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

 

7.

Sole Voting Power

 

5,798,842 ordinary shares (including ordinary shares represented by American depositary shares), except that Sofinnova Partners SAS, a French corporation (“SP SAS”), the management company of SC VI, may be deemed to have sole voting power, and Denis Lucquin (“Lucquin”), Antoine Papiernik (“Papiernik”), Henrijette Richter (“Richter”), Monique Saulnier (“Saulnier”) and Graziano Seghezzi (“Seghezzi”), the managing partners of SP SAS, may be deemed to have shared power to vote these shares.

8.

Shared Voting Power

 

See row 7.

9.

Sole Dispositive Power

 

5,798,842 ordinary shares (including ordinary shares represented by American depositary shares), except that SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Lucquin, Papiernik, Richter, Saulnier and Seghezzi, the managing partners of SP SAS, may be deemed to have shared power to dispose of these shares.

10.

Shared Dispositive Power

 

See row 9.

11.          

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,798,842

12.           Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨                                                                                                   
13.          

Percent of Class Represented by Amount in Row 11

 

11.9%1

14.          

Type of Reporting Person (see instructions)

 

00

 

 

1Percentage of class is calculated based on 48,495,006 ordinary shares outstanding as of September 21, 2020, as reported in the Prospectus Supplement, dated as of September 16, 2020, filed pursuant to Rule 424(b)(5) by NuCana plc with the SEC on September 17, 2020.

  

 

 

 

CUSIP No. 67022C106 Page 3 of 10

1.

Name of Reporting Persons

 

Sofinnova Partners SAS, a French corporation (“SP SAS”)

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)

(b)

¨                    

x                   

3.

SEC USE ONLY

 

4.

Source of Funds (see instructions)

 

00

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨                   
6.

Citizenship or Place of Organization

 

France

 

 

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

 

7.

Sole Voting Power

 

5,798,842 ordinary shares (including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Lucquin, Papiernik, Richter, Saulnier and Seghezzi, the managing partners of SP SAS, may be deemed to have shared power to vote these shares.

8.

Shared Voting Power

 

See row 7.

9.

Sole Dispositive Power

 

5,798,842 ordinary shares (including ordinary shares represented by American depositary shares), except that SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Lucquin, Papiernik, Richter, Saulnier and Seghezzi, the managing partners of SP SAS, may be deemed to have shared power to dispose of these shares.

10.

Shared Dispositive Power

 

See row 9.

11.          

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,798,842

12.           Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨                                                                                                   
13.          

Percent of Class Represented by Amount in Row 11

 

11.9%2

14.          

Type of Reporting Person (see instructions)

 

00

 

 

2Percentage of class is calculated based on 48,495,006 ordinary shares outstanding as of September 21, 2020, as reported in the Prospectus Supplement, dated as of September 16, 2020, filed pursuant to Rule 424(b)(5) by NuCana plc with the SEC on September 17, 2020.

   

 

 

 

CUSIP No. 04351P101 Page 4 of 10 

1.

Name of Reporting Persons

 

Denis Lucquin (“Lucquin”)

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)

(b)

¨                    

x                   

3.

SEC USE ONLY

 

4.

Source of Funds (see instructions)

 

00

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨                   
6.

Citizenship or Place of Organization

 

French Citizen

 

 

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

 

7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

5,798,842 ordinary shares (including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Lucquin, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

5,798,842 ordinary shares (including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Lucquin, a managing partner of SP SAS, may be deemed to have shared power to dispose of these shares.

 

11.          

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,798,842

12.           Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨                                                                                                   
13.          

Percent of Class Represented by Amount in Row 11

 

11.9%3

14.          

Type of Reporting Person (see instructions)

 

IN

 

 

 

3Percentage of class is calculated based on 48,495,006 ordinary shares outstanding as of September 21, 2020, as reported in the Prospectus Supplement, dated as of September 16, 2020, filed pursuant to Rule 424(b)(5) by NuCana plc with the SEC on September 17, 2020.

 

 

 

CUSIP No. 04351P101 Page 5 of 10 

1.

Name of Reporting Persons

 

Antoine Papiernik (“Papiernik”)

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)

(b)

¨                    

x                   

3.

SEC USE ONLY

 

4.

Source of Funds (see instructions)

 

00

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨                   
6.

Citizenship or Place of Organization

 

French Citizen

 

 

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

 

7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

5,798,842 ordinary shares (including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Papiernik, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

5,798,842 ordinary shares (including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Papiernik, a managing partner of SP SAS, may be deemed to have shared power to dispose of these shares.

 

11.          

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,798,842

12.           Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨                                                                                                   
13.          

Percent of Class Represented by Amount in Row 11

 

11.9%4

14.          

Type of Reporting Person (see instructions)

 

IN

 

 

4Percentage of class is calculated based on 48,495,006 ordinary shares outstanding as of September 21, 2020, as reported in the Prospectus Supplement, dated as of September 16, 2020, filed pursuant to Rule 424(b)(5) by NuCana plc with the SEC on September 17, 2020.

 

 

 

CUSIP No. 04351P101 Page 6 of 10 

1.

Name of Reporting Persons

 

Henrijette Richter (“Richter”)

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)

(b)

¨                    

x                   

3.

SEC USE ONLY

 

4.

Source of Funds (see instructions)

 

00

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨                   
6.

Citizenship or Place of Organization

 

Danish Citizen

 

 

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

 

7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

5,798,842 ordinary shares (including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Richter, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

5,798,842 ordinary shares (including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Richter, a managing partner of SP SAS, may be deemed to have shared power to dispose of these shares.

 

11.          

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,798,842

12.           Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨                                                                                                   
13.          

Percent of Class Represented by Amount in Row 11

 

11.9%5

14.          

Type of Reporting Person (see instructions)

 

IN

 

 

5Percentage of class is calculated based on 48,495,006 ordinary shares outstanding as of September 21, 2020, as reported in the Prospectus Supplement, dated as of September 16, 2020, filed pursuant to Rule 424(b)(5) by NuCana plc with the SEC on September 17 , 2020.

 

 

 

CUSIP No. 04351P101 Page 7 of 10

1.

Name of Reporting Persons

 

Monique Saulnier (“Saulnier”)

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)

(b)

 

¨

x 

3.

SEC USE ONLY

 

 

4.

Source of Funds (see instructions)

 

00

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

 

¨
6.

Citizenship or Place of Organization

 

French Citizen

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With 

 

 

 

7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

5,798,842 ordinary shares (including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Saulnier, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

5,798,842 ordinary shares (including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Saulnier, a managing partner of SP SAS, may be deemed to have shared power to dispose of these shares.

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,798,842

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)                   ¨

 

 

13.

Percent of Class Represented by Amount in Row 11

 

11.9%6

 

14.

Type of Reporting Person (see instructions)

 

IN

 

 

6Percentage of class is calculated based on 48,495,006 ordinary shares outstanding as of September 21, 2020, as reported in the Prospectus Supplement, dated as of September 16, 2020, filed pursuant to Rule 424(b)(5) by NuCana plc with the SEC on September 17, 2020.

 

CUSIP No. 04351P101 Page 8 of 10

1.

Name of Reporting Persons

 

Graziano Seghezzi (“Seghezzi”)

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)

(b)

 

¨

x 

3.

SEC USE ONLY

 

 

4.

Source of Funds (see instructions)

 

00

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

 

¨
6.

Citizenship or Place of Organization

 

Italian Citizen

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

 

 

 

 

7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

5,798,842 ordinary shares (including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Seghezzi, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

5,798,842 ordinary shares (including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Seghezzi, a managing partner of SP SAS, may be deemed to have shared power to dispose of these shares.

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,798,842

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)                   ¨

 

 

13.

Percent of Class Represented by Amount in Row 11

 

11.9%7

 

14.

Type of Reporting Person (see instructions)

 

IN

 

 
7Percentage of class is calculated based on 48,495,006 ordinary shares outstanding as of September 21, 2020, as reported in the Prospectus Supplement, dated as of September 16, 2020, filed pursuant to Rule 424(b)(5) by NuCana plc with the SEC on September 17, 2020.

 

Page 9 of 10

 

Amendment No. 4 to Schedule 13D

 

This Amendment No. 4 (“Amendment No. 4”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) by Sofinnova Capital VI FCPR (“SC VI”), Sofinnova Partners SAS, a French corporation (“SP SAS”), Denis Lucquin (“Lucquin”), Antoine Papiernik (“Papiernik”), Henrijette Richter (“Richter”), Monique Saulnier (“Saulnier”), and Graziano Seghezzi (“Seghezzi”), the managing partners of SP SAS (collectively, the “Listed Persons” and together with SC VI and SP SAS, the “Reporting Persons”) on February 21, 2018, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on February 14, 2019, as further amended by Amendment No. 2 to Schedule 13D filed with the SEC on February 12, 2020, and as further amended by Amendment No. 3 to Schedule 13D filed with the SEC on October 28, 2020 (collectively, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D, as amended. Capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D.

 

Item 5.Interest in Securities of the Issuer.

 

Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:

 

(c)SC VI sold ADSs of NuCana plc on the following dates at the daily average prices indicated below:

 

Date   Shares     Per Share
Average Price
    How Effected  
October 27, 2020     25,402     $ 5.3404       Open Market  
November 2, 2020     500     $ 4.7520       Open Market  
November 9, 2020     2,150     $ 4.7840       Open Market  
November 11, 2020     75,890     $ 4.7503       Open Market  
November 12, 2020     9,631     $ 4.7507       Open Market  
November 13, 2020     8,989     $ 4.7860       Open Market  
November 16, 2020     21,654     $ 4.7524       Open Market  
November 17, 2020     9,433     $ 4.8323       Open Market  
November 18, 2020     18,366     $ 4.9265       Open Market  
November 19, 2020     9,102     $ 4.7928       Open Market  
November 20, 2020     4,500     $ 4.8234       Open Market  
November 23, 2020     500     $ 4.7640       Open Market  
December 1, 2020     15,819     $ 4.7773       Open Market  
December 4, 2020     13,007     $ 4.7529       Open Market  
December 9, 2020     45,690     $ 4.8137       Open Market  
December 10, 2020     16,803     $ 4.7552       Open Market  
December 11, 2020     20,300     $ 4.7500       Open Market  
December 14, 2020     2,501     $ 4.7621       Open Market  
January 8, 2021     68,267     $ 4.8014       Open Market  
January 12, 2021     147,466     $ 5.2532       Open Market  
Total:     515,970                  

  

Item 7.Material to Be Filed as Exhibits.

 

     
Exhibit   Description
     
99.1   Joint Filing Agreement, dated as of February 21, 2018, by and among Sofinnova Capital VI FCPR, Sofinnova Partners SAS, Denis Lucquin, Antoine Papiernik, Henrijette Richter, Monique Saulnier and Graziano Seghezzi (incorporated by reference to Exhibit A to the Schedule 13D filed by Sofinnova Capital VI FCPR on February 21, 2018).

 

Page 10 of 10

 

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.

 

Dated: February 2, 2021

 

SOFINNOVA CAPITAL VI FCPR   SOFINNOVA PARTNERS SAS
By: Sofinnova Partners SAS    
     
    By: /s/ Monique Saulnier
By: /s/ Monique Saulnier   Name: Monique Saulnier
Name: Monique Saulnier   Title: Managing Partner
Title: Managing Partner     
       
By: /s/ Denis Lucquin   By: /s/ Monique Saulnier
Name: Denis Lucquin   Name: Monique Saulnier
     
By: /s/ Antoine Papiernik   By: /s/ Henrijette Richter
Name: Antoine Papiernik   Name: Henrijette Richter
     
By: /s/ Graziano Seghezzi    
Name: Graziano Seghezzi