Sec Form 13D Filing - Ultragenyx Pharmaceutical Inc. (RARE) filing for Arcturus Therapeutics Holdings Inc. (ARCT) - 2021-10-26

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.

   NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Ultragenyx Pharmaceutical Inc.

  27-2546083

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  WC

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  1,200,000

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  1,200,000

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,200,000

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  4.6%*

  TYPE OF REPORTING PERSON (See Instructions)

  CO

This percentage is calculated based upon 26,327,077 outstanding shares of common stock, par value $0.001 per share, of the Issuer (the “Common Stock”) as of August 5, 2021 disclosed by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (the “Form 10-Q”) filed with the Securities and Exchange Commission (“SEC”) on August 10, 2021.

Interest in Securities of the Issuer

As of the date hereof, the Reporting Person beneficially owns an aggregate of 1,200,000 shares of Common Stock, which represents 4.6% of the outstanding Common Stock as of August 5, 2021 based on the information disclosed by the Issuer in the Form 10-Q filed with the SEC on August 10, 2021. As of the date hereof, in accordance with the Issuer’s director compensation policy, the Issuer previously granted to Karah Parschauer, the Executive Vice President and General Counsel of the Reporting Person and former director of the Issuer, options to purchase 65,000 shares of Common Stock, of which 45,833 are exercisable within 60 days of the date hereof, for her service as a director of the Issuer. Ms. Parschauer resigned as a director of the Issuer on August 25, 2021. Except as described in this Item 5, neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the other persons listed on Schedule I hereto beneficially owns any other securities of the Issuer.

As of the date hereof, the Reporting Person has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the 1,200,000 shares of Common Stock.

Reference is Item 4 above. Except as set forth herein, neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the other persons listed on Schedule I hereto has effected any transactions in shares of the Issuer’s Common Stock during the last 60 days.

No other person is known to the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock covered by this Schedule 13D.

On October 21, 2021, the Reporting Person ceased to be ceased to be a beneficial owner of more than 5% of the outstanding shares of Common Stock of the Issuer (based upon 26,327,077 outstanding shares of Common Stock as of August 5, 2021 disclosed by the Issuer in its Form 10-Q filed with the SEC on August 10, 2021).

Name

Principal Occupation

Citizenship