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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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)*
ADC Therapeutics SA
(Name of Issuer)
Common Shares, par value CHF 0.08 per share
(Title and Class of Securities)
H0036K147
(CUSIP Number)
Stephen Evans-Freke
Auven Therapeutics Holdings L.P.
171 Main Street
Road Town
Tortola
British Virgin Islands VG1110
(340) 779-6908
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 22, 2022
(Date of Event Which Requires Filing of 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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(b) for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons 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)
Schedule 13D
CUSIP No. H0036K147
1 |
NAME OF REPORTING PERSON
A.T. Holdings II Sarl | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
WC | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
18,330,548 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
18,330,548 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
18,330,548 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.8% (1) | |||||
14 | TYPE OF REPORTING PERSON
OO |
(1) | Based on 76,911,712 common shares of ADC Therapeutics SA (the Issuer) outstanding as of June 30, 2022, as disclosed in the Issuers Prospectus filed with the Securities and Exchange Commission (the SEC) on September 16, 2022. |
Schedule 13D
CUSIP No. H0036K147
1 |
NAME OF REPORTING PERSON
C.T. Phinco Sarl | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
18,330,548 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
18,330,548 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
18,330,548 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.8% (1) | |||||
14 | TYPE OF REPORTING PERSON
OO |
(1) | Based on 76,911,712 common shares of the Issuer outstanding as of June 30, 2022, as disclosed in the Issuers Prospectus filed with the SEC on September 16, 2022. |
Schedule 13D
CUSIP No. H0036K147
1 |
NAME OF REPORTING PERSON
ADC Products Switzerland Sarl | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
WC | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
1,684,940 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
1,684,940 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,684,940 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2% (1) | |||||
14 | TYPE OF REPORTING PERSON
OO |
(1) | Based on 76,911,712 common shares of the Issuer outstanding as of June 30, 2022, as disclosed in the Issuers Prospectus filed with the SEC on September 16, 2022. |
Schedule 13D
CUSIP No. H0036K147
1 |
NAME OF REPORTING PERSON
Auven Therapeutics Holdings L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
18,330,548 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
18,330,548 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
18,330,548 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.8% (1) | |||||
14 | TYPE OF REPORTING PERSON
PN |
(1) | Based on 76,911,712 common shares of the Issuer outstanding as of June 30, 2022, as disclosed in the Issuers Prospectus filed with the SEC on September 16, 2022. |
Schedule 13D
CUSIP No. H0036K147
1 |
NAME OF REPORTING PERSON
Auven Therapeutics General L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
18,330,548 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
18,330,548 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
18,330,548 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.8% (1) | |||||
14 | TYPE OF REPORTING PERSON
PN |
(1) | Based on 76,911,712 common shares of the Issuer outstanding as of June 30, 2022, as disclosed in the Issuers Prospectus filed with the SEC on September 16, 2022. |
Schedule 13D
CUSIP No. H0036K147
1 |
NAME OF REPORTING PERSON
Auven Therapeutics GP Ltd. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
18,330,548 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
18,330,548 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
18,330,548 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.8% (1) | |||||
14 | TYPE OF REPORTING PERSON
CO |
(1) | Based on 76,911,712 common shares of the Issuer outstanding as of June 30, 2022, as disclosed in the Issuers Prospectus filed with the SEC on September 16, 2022. |
Schedule 13D
CUSIP No. H0036K147
1 |
NAME OF REPORTING PERSON
Stephen Evans-Freke | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
18,330,548 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
18,330,548 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
18,330,548 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.8% (1) | |||||
14 | TYPE OF REPORTING PERSON
IN |
(1) | Based on 76,911,712 common shares of the Issuer outstanding as of June 30, 2022, as disclosed in the Issuers Prospectus filed with the SEC on September 16, 2022. |
Schedule 13D
CUSIP No. H0036K147
1 |
NAME OF REPORTING PERSON
Peter B. Corr | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
18,330,548 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
18,330,548 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
18,330,548 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.8% (1) | |||||
14 | TYPE OF REPORTING PERSON
IN |
(1) | Based on 76,911,712 common shares of the Issuer outstanding as of June 30, 2022, as disclosed in the Issuers Prospectus filed with the SEC on September 16, 2022. |
AMENDMENT NO. 4 TO SCHEDULE 13D
The following constitutes Amendment No. 4 (Amendment No. 4) to the Schedule 13D filed with the Securities and Exchange Commission (SEC) by A.T. Holdings II Sàrl (A.T. Holdings II), C.T. Phinco Sàrl (C.T. Phinco), ADC Products Switzerland Sàrl (ADC Products), Auven Therapeutics Holdings L.P. (Auven Therapeutics), Auven Therapeutics General L.P. (Auven Therapeutics General), Auven Therapeutics GP Ltd. (Auven Therapeutics GP), Stephen Evans-Freke and Peter B. Corr (collectively, the Reporting Persons) on May 29, 2020, as amended by Amendment No. 1 filed on October 13, 2020, Amendment No. 2 filed on December 8, 2022, and Amendment No. 3 filed on December 9, 2022. This Amendment No. 4 amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
ITEM 4. | PURPOSE OF TRANSACTION |
Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:
During the Forbearance Period as defined in Item 6 below, the Reporting Persons do not anticipate disposing of any Common Shares they beneficially own in open market transactions.
ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
Item 6 of Schedule 13D is supplemented and superseded, as the case may be, as follows:
On December 22, 2022, A.T. Holdings II, as Borrower under the Credit and Security Agreement, Oaktree Fund Administration, LLC, as Agent under the Credit and Security Agreement, and the lenders party to the Credit and Security Agreement (the Lenders) entered into a Forbearance Agreement pursuant to which the Lenders agreed with respect to the failure to pay at maturity and the non-compliance with the loan to value covenant (the Specified Defaults) not to pursue foreclosure proceedings against the Common Shares pledged as collateral by A.T. Holdings II before January 20, 2023 (the Forbearance Period), in order to allow the parties to the Credit and Security Agreement additional time to conclude ongoing negotiations and document any resulting agreement with respect to such restructuring of the Credit and Security Agreement. There can be no assurance that the parties will come to any agreement regarding such restructuring solutions. If no agreement is reached between the parties, or if A.T. Holdings II defaults on its obligations under the Forbearance Agreement, or a default or event of default, other than a Specified Default, under the Credit and Security Agreement occurs, the Lenders may immediately institute foreclosure proceedings against the Common Shares pledged as collateral by A.T. Holdings II.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated as of December 22, 2022
A.T. HOLDINGS II SÁRL | ||
By: | /s/ Stephen Evans-Freke | |
Name: | Stephen Evans-Freke | |
Title: | Managing Director | |
By: | /s/ Peter B. Corr | |
Name: | Peter B. Corr | |
Title: | Managing Director | |
C.T. PHINCO SÁRL | ||
By: | /s/ Stephen Evans-Freke | |
Name: | Stephen Evans-Freke | |
Title: | Class A Manager | |
By: | /s/ Luis Tavares | |
Name: | Luis Tavares | |
Title: | Class B Manager | |
ADC PRODUCTS SWITZERLAND SÁRL | ||
By: | /s/ Stephen Evans-Freke | |
Name: | Stephen Evans-Freke | |
Title: | Managing Director | |
By: | /s/ Peter B. Corr | |
Name: | Peter B. Corr | |
Title: | Managing Director | |
AUVEN THERAPEUTICS HOLDINGS L.P. | ||
By: | Auven Therapeutics General L.P., its general partner | |
By: |
Auven Therapeutics GP Ltd., its general partner | |
By: | /s/ Stephen Evans-Freke | |
Name: | Stephen Evans-Freke | |
Title: | Director |
AUVEN THERAPEUTICS GENERAL L.P. | ||
By: | Auven Therapeutics GP Ltd., its general partner | |
By: | /s/ Stephen Evans-Freke | |
Name: | Stephen Evans-Freke | |
Title: | Director | |
AUVEN THERAPEUTICS GP LTD. | ||
By: | /s/ Stephen Evans-Freke | |
Name: | Stephen Evans-Freke | |
Title: | Director | |
By: | /s/ Stephen Evans-Freke | |
By: | /s/ Peter B. Corr |