Sec Form 13G Filing - Novartis Bioventures Ltd filing for AKEBIA THERAPEUTICS INC (AKBA) - 2017-11-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

1

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

NOVARTIS BIOVENTURES LTD.

2

Check the Appropriate Box if a Member of a Group*

(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
2,312,403

7

Sole Dispositive Power
0

8

Shared Dispositive Power
2,312,403

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,312,403

10

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

11

Percent of Class Represented by Amount in Row 9
4.9%

12

Type of Reporting Person
CO

1

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

NOVARTIS AG

2

Check the Appropriate Box if a Member of a Group*

(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
2,312,403

7

Sole Dispositive Power
0

8

Shared Dispositive Power
2,312,403

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,312,403

10

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

11

Percent of Class Represented by Amount in Row 9
4.9%

12

Type of Reporting Person
CO

Item 1(a).

Name of Issuer:
Akebia Therapeutics, Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:
245 First Street, Suite 1100, Cambridge MA 02142,

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. and 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 $0.00001 per share (the “Common Stock”)

Item 2(e).

CUSIP Number:
00972D 105

Item 3.

Not applicable.

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

(a)

Amount beneficially ow ned:   

Novartis Bioventures, Ltd. is the record owner of 2,312,403 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:   

4.9%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:   

Not applicable.

(ii)

Shared power to vote or to direct the vote:    

2,312,403

(iii)

Sole power to dispose or to direct the disposition of:   

Not applicable.

(iv)

Shared power to dispose or to direct the disposition of:   

2,312,403

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 five percent of the class of securities, check the following:   x

Item 6.

Ownership of More than Five 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.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of 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.

NOVARTIS BIOVENTURES LTD.

By:

/s/ Bartosz Dzikowski

Name:

Bartosz Dzikowski

Title:

Secretary of the Board

By:

/s/ Beat Steffen

Name:

Beat Steffen

Title:

Authorized Signatory

NOVARTIS AG

By:

/s/ Bartosz Dzikowski

Name:

Bartosz Dzikowski

Title:

Authorized Signatory

By:

/s/ Giovanni Ferrara

Name:

Giovanni Ferrara

Title:

Authorized Signatory

Exhibit Number

Exhibit Description

99

Joint Filing Agreement