Sec Form 13D Filing - Morningside Venture (VI) Investments Ltd filing for ADURO BIOTECH, INC (ADRO) - 2021-02-16

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Chinook Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00739L101

(CUSIP Number)

Morningside Venture (VI) Investments Ltd.

C/O THC Management Services S.A.M.

2nd Floor,

Le Prince De Galles

3-5 Avenue DesCitronniers

Monaco, MC 98000

011-377-97-97-47-37

with a copy to:

Morningside Technology Advisory, LLC

Attn: Daniel White

1188 Centre Street

Newton Centre, MA 02459

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 31, 2020

(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).

(1)  Based upon 42,158,432 shares of Common Stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2020.

(1)   Based upon 42,158,432 shares of Common Stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2020.

(1)   Based upon 42,158,432 shares of Common Stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2020.

(1)   Based upon 42,158,432 shares of Common Stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2020.

(1)   Based upon 42,158,432 shares of Common Stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2020.

(1)   Based upon 42,158,432 shares of Common Stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2020.

(1)   Based upon 42,158,432 shares of Common Stock outstanding as of November 2, 2020, as disclo sed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2020.

Item 1.    Security and Issuer.

This Amendment No. 4 (this “Amendment”) to the statement on Schedule 13D amends the Schedule 13D filed with the SEC on April 24, 2015 (the “Original Schedule 13D”), which Original Schedule 13D was amended by Amendment No. 1 to the Original Schedule 13D filed on September 15, 2017 (“Amendment No. 1”), which Amendment No. 1 to the Original Schedule 13D was amended by Amendment No. 2  to the Original Schedule 13D filed on March 22, 2019 (“Amendment No. 2”), which Amendment No. 2 to the Original Schedule 13D was amended by Amendment No. 3 to the Original Schedule 13D filed on May 24, 2019 (“Amendment No. 3”, and together with the Original Schedule 13D, Amendment No. 1 and Amendment No. 2, the “Amended Filing”) and relates to the Reporting Persons’ beneficial ownership interest in the common stock, par value $0.0001 per share (the “Common Stock”), of Chinook Therapeutics, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 1600 Fairview Avenue East, Suite 100, Seattle, Washington 98102. The Issuer changed its named from Aduro Biotech, Inc. to Chinook Therapeutics, Inc. on October 5, 2020. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Except as otherwise described herein, the information contained in the Amended Filing remains in effect. Capitalized terms used but not defined in this Amendment shall have the respective meanings set forth with respect thereto in the Amended Filing.

Item 2.   Identity and Background.

No changes except as described below.

(a)          This statement is filed by:

(i)    Morningside Venture (VI) Investments Ltd., a British Virgin Islands exempted company (“MVIL”), with respect to the Common Stock directly and beneficially owned by it;

(ii)   Frances Anne Elizabeth Richard, with respect to the Common Stock beneficially owned by her as a result of her positions as a director with MVIL and as a director with Golwyn Capital Appreciation Limited, a British Virgin Islands exempted company (“GCAL”);

(iii)  Wong Yuk Lan, with respect to the Common Stock beneficially owned by her as a result of her position as a director with MVIL;

(iv)  Ultimate Keen Limited, a British Virgin Islands exempted company (“UKL”), with respect to the Common Stock directly and beneficially owned by it;

(v)   Cheung Ka Ho, with respect to the Common Stock beneficially owned by him as a result of his position as a director with UKL;

(vi)  Jill Marie Franklin, with respect to the Common Stock beneficially owned by her as a result of her positions as a director with MVIL, as a director with UKL and as a director with GCAL; and

(vii) GCAL, with respect to the Common Stock directly and beneficially owned by it.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Frances Anne Elizabeth Richard, Jill Marie Franklin and Wong Yuk Lan are the directors of MVIL and share voting and dispositive power with respect to the securities held by MVIL.  Ms. Richard, Ms. Franklin and Ms. Wong each disclaim beneficial ownership of the securities owned directly by MVIL.  MVIL disclaims beneficial ownership of the securities owned directly by UKL and GCAL.  MVIL is ultimately wholly beneficially owned by a family trust established by Madam Chan Tan Ching Fen.

Cheung Ka Ho and Jill Marie Franklin are the directors of UKL and share voting and dispositive power with respect to the securities held by UKL.  Mr. Cheung and Ms. Franklin each disclaim beneficial ownership of the securities owned directly by UKL.  UKL disclaims beneficial ownership of the securities owned directly by MVIL and GCAL.  UKL is ultimately wholly beneficially owned by a trust over which Makim Ma and Adriel Chan share authority to remove the trustee.

Frances Anne Elizabeth Richard and Jill Marie Franklin are the directors of GCAL and share voting and dispositive power with respect to the securities held by GCAL. Ms. Richard and Ms. Franklin each disclaim beneficial ownership of the securities owned directly by GCAL. GCAL disclaims beneficial ownership of the securities owned directly by MVIL and UKL.  GCAL is ultimately wholly beneficially owned by a trust over which Makim Ma and Adriel Chan share authority to remove the trustee.

(b)           The business address of each of the Reporting Persons is:

(i)    With respect to MVIL, Ms. Richard, Ms. Franklin and Ms. Wong:

c/o THC Management Services S.A.M.,

2nd Floor, Le Prince De Galles

3-5 Avenue Des Citronniers

MC 98000, Monaco

With copies to:

Morningside Technology Advisory, LLC

Attn: Daniel White

1188 Centre Street

Newton Centre, MA 02459

Springfield Financial Advisory Limited

Attn: Alice Li/Makim Ma

22nd Floor Hang Lung Centre

2-20 Paterson Street

Causeway Bay, Hong Kong

(ii)   With respect to UKL, Mr. Cheung and Ms. Franklin:

c/o THC Management Services S.A.M.,

2nd Floor, Le Prince De Galles

3-5 Avenue Des Citronniers

MC 98000, Monaco

With copies to:

Morningside Technology Advisory, LLC

Attn: Daniel White

1188 Centre Street

Newton Centre, MA 02459

Springfield Financial Advisory Limited

Attn: Alice Li/Makim Ma

22nd Floor Hang Lung Centre

2-20 Paterson Street

Causeway Bay, Hong Kong

(iii)          With respect to GCAL, Ms. Richard and Ms. Franklin:

2nd Floor, Le Prince de Galles

3-5 Avenue des Citronniers

MC 98000, Monaco

Phone: 377 97 47 47 37

With copies to:

Morningside Technology Advisory, LLC

Attn: Daniel White

1188 Centre Street

Newton Centre, MA 02459

Springfield Financial Advisory Limited

Attn: Alice Li/ Makim Ma

22nd Floor Hang Lung Centre

2-20 Paterson Street

Causeway Bay, Hong Kong

(c)  The present principal business of MVIL, Ms. Richard, Ms. Wong, UKL, Mr. Cheung, Ms. Franklin and GCAL is the venture capital and private equity investment business.

(d)   No Reporting Person, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)   No Reporting Person, during the last five years, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)    Citizenship of the Reporting Persons is as set forth below:

Item 3.  Source and Amount of Funds or Other Consideration.

No changes.

Item 4.   Purpose of Transaction.

No changes.

Item 5.   Interest in Securities of the Issuer.

No changes except as described below.

The aggregate percentage of shares of Common Stock reported beneficially owned by each person named herein is determined in accordance with Securities and Exchange Commission (“SEC”) rules and is based upon 42,158,432 shares of Common Stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2020. The applicable SEC rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities.

A.     Morningside Venture (VI) Investments Ltd.

(a)           As of the date hereof, MVIL beneficially owns 1,861,106 shares of Common Stock, representing a beneficial ownership of approximately 4.42% of the shares of Common Stock.  All such shares are directly held by MVIL.

B.    Frances Anne Elizabeth Richard

(a)            As of the date hereof, Ms. Richard beneficially owns 1,864,106 shares of Common Stock, representing a beneficial ownership of approximately 4.42% of the shares of Common Stock.  1,861,106 of such shares are directly held by MVIL and 3,000 of such shares are directly held by GCAL.

C.    Wong Yuk Lan

(a)            As of the date hereof, Ms. Wong beneficially owns 1,861,106 shares of Common Stock, representing a beneficial ownership of approximately 4.42% of the shares of Common Stock.  All such shares are directly held by MVIL.

D.   Ultimate Keen Limited

(a)            As of the date hereof, UKL beneficially owns 1,120,499 shares of Common Stock, representing a beneficial ownership of approximately 2.66% of the shares of Common Stock.  All such shares are directly held by UKL.

E.    Cheung Ka Ho

(a)            As of the date hereof, Mr. Cheung beneficially owns 1,120,499 shares of Common Stock, representing a beneficial ownership of approximately 2.66% of the shares of Common Stock.  All such shares are directly held by UKL.

F.    Jill Marie Franklin

(a)           As of the date hereof, Ms. Franklin beneficially owns 2,984,605 shares of Common Stock, representing a beneficial ownership of approximately 7.08% of the shares of Common Stock.  1,861,106 of such shares are directly held by MVIL, 1,120,499 of such shares are directly held by UKL and 3,000 of such shares are directly held by GCAL.

G. Golwyn Capital Appreciation Limited

(a)           As of the date hereof, GCAL beneficially owns 3,000 shares of Common Stock, representing a beneficial ownership of approximately 0.01% of the shares of Common Stock.  All such shares are directly held by GCAL.

(c) See Item 3.

(d) Not applicable.

(e) Not applicable.

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

No changes, except as described below.

On October 5, 2020, Aduro Biotech, Inc. (“Aduro”), completed its acquisition of Chinook Therapeutics U.S., Inc. (the “Merger”). Immediately following the Merger, Aduro changed its name to “Chinook Therapeutics, Inc.”

Lockup Agreements

MVIL and UKL have agreed not to sell or transfer any Common Stock or securities convertible into, exchangeable for, exercisable for, or repayable with Common Stock, for 180 days after the closing of the Merger without first obtaining the written consent of Issuer. Specifically, MVIL and UKL have agreed, with certain limited exceptions, not to (i) offer, pledge, sell, contract to sell, sell any option, warrant or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of or lend, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for, or that represent a right to receive, Common Stock (including without limitation, Common Stock or such other securities of Issuer which may be deemed to be beneficially owned by MVIL and UKL in accordance with the rules and regulations of the SEC and securities of Issuer which may be issued upon exercise of a stock option or warrant), in each case, that are currently or hereafter owned of record or beneficially (including holding as a custodian), (ii) enter into any swap, short sale, hedge or other agreement that transfers, in whole or in part, the economic consequence of ownership of any Common Stock whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

Contingent Value Rights Agreement

Chinook Therapeutics, Inc. is party to a contingent value rights agreement, or the CVR Agreement, with Computershare Trust Company, N.A., pursuant to which the common stockholders of record of Aduro as of the close of business on October 2, 2020 received one contingent value right, or a CVR, for each outstanding share of Aduro common stock held by such stockholder on such date. Each CVR represents the contractual right to receive payments from us upon the actual receipt by Chinook Therapeutics, Inc. of certain contingent proceeds derived from consideration that is paid to Chinook Therapeutics, Inc. as a result of the disposition or licensing of any of Aduro’s non-renal assets during the disposition period, net of any tax, transaction costs and certain other expenses. In the event that no CVR milestones occur, holders of the CVRs will not receive any payment pursuant to the CVR Agreement.

Item 7.   Material to be Filed as Exhibits.

No changes except as described below.

The following documents are filed as Exhibits to this statement:

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 99.1 hereto.

Dated: February 11, 2021

For and on behalf of MORNINGSIDE VENTURE (VI) INVESTMENTS LTD.

For and on behalf of ULTIMATE KEEN LIMITED

For and on behalf of GOLWYN CAPITAL APPRECIATION LIMITED