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
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Exicure, Inc.
(Name of Issuer)
Common Stock, $0.0001 Par Value
(Title of Class of Securities)
30205M101
(CUSIP Number)
(CUSIP Number)
Catherine Cheung
Tybourne Capital Management (HK) Limited
30/F, AIA Central
1 Connaught Road Central
Hong Kong, K3
Tel. No.: 852-3983-6800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Receive Notices and Communications)
May 9, 2022
(Date of Event which Requires Filing of this Statement)
(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).
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1
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Names of Reporting Persons.
Tybourne Capital Management (HK) Limited
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
AF
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
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6
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
5,856,310 (see Item 5 below)
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
5,856,310 (see Item 5 below)
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,856,310 (see Item 5 below)
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
4.77% (see Item 5 below)
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14
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Type of Reporting Person (See Instructions)
IA
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1
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Names of Reporting Persons.
Tybourne Capital Management Limited
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
AF
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
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6
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Citizenship or Place of Organization.
Cayman Islands
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
5,856,310 (see Item 5 below)
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
5,856,310 (see Item 5 below)
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,856,310 (see Item 5 below)
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
4.77% (see Item 5 below)
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14
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Type of Reporting Person (See Instructions)
HC
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1
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Names of Reporting Persons.
Tybourne Kesari Limited
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
Cayman Islands
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
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6
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Citizenship or Place of Organization.
Cayman Islands
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
5,856,310 (see Item 5 below)
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
5,856,310 (see Item 5 below)
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,856,310 (see Item 5 below)
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
4.77% (see Item 5 below)
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14
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Type of Reporting Person (See Instructions)
HC
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1
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Names of Reporting Persons.
Viswanathan Krishnan
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
AF
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
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6
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Citizenship or Place of Organization.
United Kingdom
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
5,856,310 (see Item 5 below)
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
5,856,310 (see Item 5 below)
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,856,310 (see Item 5 below)
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
4.77% (see Item 5 below)
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14
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Type of Reporting Person (See Instructions)
HC, IN
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AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 to Schedule 13D (the “Amendment”) relates to Common Stock, $0.0001 par value per share (“Common Stock”) of Exicure, Inc., a Delaware corporation (the “Issuer”). The
address of the principal executive officer of the Issuer is 2430 N. Halsted Ste., Chicago, IL 60614
This Amendment is being filed to amend and supplement Items 4 and 5 of the Schedule 13D as set forth below.
Item 4 is hereby amended as follows:
Bosun Hau, who serves as a Managing Director and Co-Head of Private Equity of Tybourne Capital Management (HK) Limited, no longer serve as a Director of the Issuer.
Item 5 is hereby amended as follows:
(a) and (b) See Items 7-13 of the cover pages.
The percentage calculations herein are based upon the statement in the Issuer’s proxy statement, as filed with the Securities and Exchange Commission on April 12, 2022, that there were
122,792,877 shares of Common Stock outstanding as of April 7, 2022.
(c) The Reporting Persons did not effect any transactions in shares of the Issuer’s Common Stock during the sixty day period prior to the filing of this Schedule 13D, except as follows:
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Transaction
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Date
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No. of Shares
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Price/Share
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Open market sale
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5/5/22
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551,567
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$0.1346
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Open market sale
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5/6/22
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332,419
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$0.1227
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Open market sale
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5/6/22
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100,000
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$0.1262
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Open market sale
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5/9/22
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484,704
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$0.1070
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(d) Not applicable.
(e) The Reporting Persons ceased to be the beneficial owners of more than 5% of the Issuer’s Common Stock as of May 9, 2022.
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: |
May 11, 2022
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TYBOURNE CAPITAL MANAGEMENT (HK) LIMITED
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By: /s/ Catherine
Cheung
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Catherine Cheung, Chief Operating Officer
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TYBOURNE CAPITAL MANAGEMENT LIMITED
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By: /s/ Viswanathan Krishnan
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Viswanathan Krishnan, Principal
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TYBOURNE KESARI LIMITED
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By: /s/ Viswanathan Krishnan
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Viswanathan Krishnan, Principal
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/s/ Viswanathan Krishnan
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