Sec Form 13G Filing - Two Seas Capital LP filing for ARBUTUS BIOPHARMA CORP (ABUS) - 2023-11-21

*	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.

1		NAMES OF REPORTING PERSONS   Two Seas Capital LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH					5	SOLE VOTING POWER   9,503,103
					6	SHARED VOTING POWER   0
					7	SOLE DISPOSITIVE POWER   9,503,103
					8	SHARED DISPOSITIVE POWER   0
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   9,503,103
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   5.7%*
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IA, PN

*	Based on 167,695,247 Common Shares, without par value (“Common Shares”), of Arbutus Biopharma Corporation (the “Issuer”) outstanding as of November 3, 2023, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 7, 2023.

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1		NAMES OF REPORTING PERSONS   Two Seas Capital GP LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH					5	SOLE VOTING POWER   9,503,103
					6	SHARED VOTING POWER   0
					7	SOLE DISPOSITIVE POWER   9,503,103
					8	SHARED DISPOSITIVE POWER   0
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   9,503,103
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   5.7%*
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO, HC

*	Based on 167,695,247 Common Shares of the Issuer outstanding as of November 3, 2023, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 7, 2023.

1		NAMES OF REPORTING PERSONS   Sina Toussi
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (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   9,503,103
					6	SHARED VOTING POWER   0
					7	SOLE DISPOSITIVE POWER   9,503,103
					8	SHARED DISPOSITIVE POWER   0
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   9,503,103
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   5.7%*
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN, HC

*	Based on 167,695,247 Common Shares of the Issuer outstanding as of November 3, 2023, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 7, 2023.

Item 1(a)

Name of Issuer:

Item 1(b)

Address of Issuer’s Principal Executive Offices:

Item 2(a)

Name of Person Filing:

	i)	Two Seas Capital LP (“TSC”);
	ii)	Two Seas Capital GP LLC (“TSC GP”); and
	iii)	Sina Toussi.

Item 2(b)

Address of Principal Business Office or, if none, Residence:

Item 2(c)

Citizenship:

	i)	Two Seas Capital LP is a Delaware limited partnership;
	ii)	Two Seas Capital GP LLC is a Delaware limited liability company; and
	iii)	Sina Toussi is a United States citizen.

Item 2(d)

Title of Class of Securities:

Item 2(e)

CUSIP No.:

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:

(a)		☐		Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).
(b)		☐		Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
(c)		☐		Insurance company as defined in Section 3(a)(19) of the Exchange 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 Rule 13d-1(b)(1)(ii)(G);
(h)		☐		A savings association 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:

(a)	Amount beneficially owned:

(b)	Percent of class:

(c)	Number of shares as to which TSC has:

Item 5

Ownership of Five Percent or Less of a Class:

Item 6

Ownership of More Than Five Percent on Behalf of Another Person:

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

Item 8

Identification and Classification of Members of the Group:

Item 9

Notice of Dissolution of Group:

Item 10

Certification:

Dated: November 21, 2023						Two Seas Capital LP
						By Two Seas Capital GP LLC, its General Partner
						By: /s/ Sina Toussi
						Sina Toussi
						Managing Member
Dated: November 21, 2023						Two Seas Capital GP LLC
						By: /s/ Sina Toussi
						Sina Toussi
						Managing Member
Dated: November 21, 2023						Sina Toussi
						By: /s/ Sina Toussi

TWO SEAS CAPITAL LP
By:		Two Seas Capital GP LLC, its general partner
By:		/s/ Sina Toussi
Name:		Sina Toussi
Title:		Managing Member
TWO SEAS CAPITAL GP LLC
By:		/s/ Sina Toussi
Name:		Sina Toussi
Title:		Managing Member
SINA TOUSSI
By:		/s/ Sina Toussi