Sec Form 13G Filing - Novo Holdings A/S filing for AKEBIA THERAPEUTICS INC (AKBA) - 2019-01-07

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 CUSIP number is for the American Depositary Shares that trade on the NASDAQ Global Market, each representing eight ordinary shares. No CUSIP number has been assigned to the Ordinary Shares.

Name of Reporting Person:

Novo Holdings A/S

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

(a)  ☐        

(b)  ☐

SEC Use Only:

Citizenship or Place of Organization:

Denmark

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

Sole Voting Power:

3,100,000

Shared Voting Power:

0

Sole Dispositive Power:

3,100,000

Shared Dispositive Power:

0

Aggregate Amount Beneficially Owned by Each Reporting Person:

3,100,000

Check if the Aggregate Amount in Row (11) Excludes Certain Shares:  ☐

Percent of Class Represented By Amount In Row (11):

(1)

Type of Reporting Person:

CO

Percentage of ownership is less than 5% based on an estimated aggregate of at least 102,059,063 shares of the Issuer’s Common Stock outstanding as of the closing on December 12, 2018 of the merger between the Issuer and Keryx Biopharmaceuticals, Inc. (the “Merger”), which represents 57,059,063 shares of the Issuer’s Common Stock outstanding on October 22, 2018, and the issuance of at least 44,500,000 shares of the Issuer’s Common Stock in connection with the closing of the Merger, based on the Merger conversion ratio and the Keryx shares outstanding on October 22, 2018, each as reported in the Issuer’s 424b(3) prospectus as filed with the Securities and Exchange Commission on October 30, 2018.

(a)       Name of Issuer:

Address of Issuer’s Principal Executive Offices:

(a)       Name of Person Filing:

Address or Principal Business Office or, if none, Residence:

Citizenship or Place of Organization:

Title of Class of Securities:

CUSIP Number:

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:

Ownership:

(a)

Amount beneficially owned:

(b)

Percent of class:

(c)

Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:

(ii) Shared power to vote or to direct the vote:

(iii) Sole power to dispose or to direct the disposition of:

(iv) Shared power to dispose or to direct the disposition of:

Novo Holdings A/S, through its Board of Directors (the “Novo Board”), has the sole power to vote and dispose of the securities of the Issuer held by Novo Holdings A/S (the “Novo Shares”). The Novo Board, currently comprised of Lars Rebien Sorensen, Steen Riisgaard, Francis Cuss, Jean-Luc Butel, Jeppe Christiansen and Vivian Monges, may exercise voting and dispositive control over the Novo Shares only with the support of a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Novo Shares.

Percentage of ownership is less than 5% based on an estimated aggregate of at least 102,059,063 shares of the Issuer’s Common Stock outstanding as of the closing on December 12, 2018 of the merger between the Issuer and Keryx Biopharmaceuticals, Inc. (the “Merger”), which represents 57,059,063 shares of the Issuer’s Common Stock outstanding on October 22, 2018, and the issuance of at least 44,500,000 shares of the Issuer’s Common Stock in connection with the closing of the Merger, based on the Merger conversion ratio and the Keryx shares outstanding on October 22, 2018, each as reported in the Issuer’s 424b(3) prospectus as filed with the Securities and Exchange Commission on October 30, 2018.

Ownership of Five Percent or Less of a Class:

Ownership of More Than Five Percent on Behalf of Another Person:

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

Identification and Classification of Members of the Group:

Notice of Dissolution of Group:

Certifications:

/s/ Peter Haahr