Sec Form 13G Filing - Novartis Bioventures Ltd filing for Ra Pharmaceuticals Inc. (RARX) - 2019-02-05

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 74933V108

13G

1.

Names of Reporting Persons
Novartis Bioventures Ltd.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Switzerland

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

6.

Shared Voting Power
1,191,996

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
1,191,996

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,191,996

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row 9
2.8%

12.

Type of Reporting Person (See Instructions)
CO

CUSIP No. 74933V108

13G

1.

Names of Reporting Persons
Novartis AG

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Switzerland

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

6.

Shared Voting Power
1,191,996

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
1,191,996

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,191,996

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row 9
2.8%

12.

Type of Reporting Person (See Instructions)
CO

Item 1(a).

Name of Issuer:
Ra Pharmaceuticals, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:
87 Cambridge Park Drive, Cambridge, MA 02140

Item 2(a).

Name of Person Filing:

This statement is filed on behalf of the following persons with respect to shares of Common Stock of the Issuer:

(i)           Novartis Bioventures Ltd., a Swiss corporation, with respect to shares held by it; and

(ii)          Novartis AG, a Swiss corporation, as the publicly owned parent of Novartis Bioventures Ltd., with respect to the shares held by Novartis Bioventures Ltd.

The foregoing persons are hereinafter referred to collectively as the “Reporting Persons.”

Item 2(b).

Address of Principal Business Office or, if none, Residence:
The address of the principal business office of Novartis Bioventures Ltd. is Lichtstrasse 35, 4056 Basel, Switzerland.

The address of the principal business office of Novartis AG is Lichtstrasse 35, 4056 Basel, Switzerland.

Item 2(c).

Citizenship:
Novartis Bioventures Ltd. is a corporation organized under the laws of Switzerland and is an indirect wholly-owned subsidiary of Novartis AG.

Novartis AG is a corporation organized under the laws of Switzerland and is the publicly owned parent of Novartis Bioventures Ltd.

Item 2(d).

Title of Class of Securities:
Common Stock, par value $0.001 per share (“Common Stock”).

Item 2(e).

CUSIP Number:
74933V108

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)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

o

Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

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)

o

A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k)

o

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:   

Novartis Bioventures Ltd. is the record owner of 1,191,996 shares of Common Stock of the Issuer. As the indirect parent of Novartis Bioventures, Ltd., Novartis AG may be deemed to beneficially own these securities.

(b)

Percent of class:   

2.8%, based on 42,032,187 shares of Common Stock outstanding as of December 12, 2018, as reported by the Issuer in the Prospectus Supplement filed pursuant to Rule 424(b)(5) on December 12, 2018.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:   

Not applicable

(ii)

Shared power to vote or to direct the vote:    

1,191,996

(iii)

Sole power to dispose or to direct the disposition of:   

Not applicable

(iv)

Shared power to dispose or to direct the disposition of:   

1,191,996

Item 5.

Ownership of 5 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   x.

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable

Item 8.

Identification and Classification of Members of the Group

Not applicable

Item 9.

Notice of Dissolution of a Group

Not applicable

Item 10.

Certification

Each of the Reporting Persons hereby makes the following certification:

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.

Date: February 5, 2019

NOVARTIS BIOVENTURES LTD.

/s/ Bart Dzikowski

Name: Bart Dzikowski

Title: Secretary of the Board

/s/ Stephan Sandmeier

Name: Stephan Sandmeier

Title: Authorized Signatory

NOVARTIS AG

/s/ Bart Dzikowski

Name: Bart Dzikowski

Title: Authorized Signatory

/s/ Stephan Sandmeier

Name: Stephan Sandmeier

Title: Authorized Signatory

Exhibit Number

Exhibit Description

99

Joint Filing Agreement