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.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Prevail Therapeutics Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
74140Y 101
(CUSIP Number)
December 31, 2019
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | 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 information required in 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).
| CUSIP No. 74140Y 101 | 13G | Page 2 of 6 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Asa Abeliovich, M.D., Ph.D. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
2,988,4281 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
2,988,4281 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,988,4281 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.6%2 | |||||
| 12 | TYPE OF REPORTING PERSON*
IN | |||||
| 1 | Includes (i) 2,349,000 shares of restricted stock, which vest over four years, with any unvested portion subject to a repurchase right in favor of the Issuer; and (ii) 639,428 shares of common stock underlying options exercisable within 60 days of December 31, 2019. 1,468,116 of the shares of restricted stock will be vested within 60 days of December 31, 2019, with the remainder vesting in 18 equal monthly installments on the 4th calendar day of each month thereafter. |
| 2 | Based on 34,102,019 shares of the Issuer’s common stock outstanding as of November 6, 2019, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2019, filed with the Securities and Exchange Commission on November 12, 2019. |
| CUSIP No. 74140Y 101 | 13G | Page 3 of 6 Pages |
| Item 1. | |
| (a) | Name of Issuer |
Prevail Therapeutics Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
430 East 29th Street, Suite 1520
New York, New York 10016
| Item 2. | |
| (a) | Name of Person Filing |
Asa Abeliovich, M.D., Ph.D.
| (b) | Address of Principal Business Office or, if none, Residence |
c/o Prevail Therapeutics Inc.
430 East 29th Street, Suite 1520
New York, New York 10016
| (c) | Citizenship |
Dr. Abeliovich is a citizen of the United States.
| (d) | Title of Class of Securities |
Common Stock
| (e) | CUSIP Number |
74140Y 101
| Item 3. | 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: NOT APPLICABLE. |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). | ||
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||
| CUSIP No. 74140Y 101 | 13G | Page 4 of 6 Pages |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
| (j) | ☐ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | ||
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: .
| 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 owned: See responses to Item 9 on the attached cover pages. |
| (b) | Percent of class: See the responses to Item 11 on the attached cover pages. |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote – See the responses to Item 5 on the attached cover pages. |
| (ii) | Shared power to vote or to direct the vote – 0 |
| (iii) | Sole power to dispose or to direct the disposition of – See the responses to Item 7 on the attached cover pages. |
| (iv) | Shared power to dispose or to direct the disposition of – 0 |
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
| 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 ☐.
| 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
| CUSIP No. 74140Y 101 | 13G | Page 5 of 6 Pages |
| Item 9. | Notice of Dissolution of Group. |
Not Applicable
| Item 10. | Certification |
Not Applicable.
| CUSIP No. 74140Y 101 | 13G | Page 6 of 6 Pages |
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.
February 13, 2020
| /s/ Asa Abeliovich, M.D., Ph.D. |
| Asa Abeliovich, M.D., Ph.D. |