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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment #1)
SHATTUCK LABS, INC.
(Name of Issuer)
COMMON STOCK, $0.0001 PAR VALUE PER SHARE
(Title of Class of Securities)
820824L103
(CUSIP Number)
ERIN ATOR THOMSON
GENERAL COUNSEL
SHATTUCK LABS, INC.
500 W 5TH STREET, SUITE 1200
AUSTIN, TX 78701
(512) 900-4690
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications)
AS OF DECEMBER 08, 2022
(Date of Event Which Required 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 Section 240.13d-1(e), 240.13d-1(f), or
240.13d-1(g), check the following box. [ ]
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 seurities, 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).
CUSIP No. 820824L103 13D
1. Names of Reporting Persons, I.R.S. Identification
Nos. of above persons (entities only):
JOSIAH HORNBLOWER
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Fund (See Instructions)
PF
5. Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
UNITED STATES
Number of 7. Sole Voting Power: 2,977,627
Shares Bene-
ficially
Owned by Each 8. Shared Voting Power: 0
Reporting
Person With:
9. Sole Dispositive Power: 2,977,627
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each
Reporting Person: 2,977,627
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11):
7.0% (1)
14. Type of Reporting Person (See Instructions)
IN
(1) Based on 42,386,470 shares of Common Stock issued and outstanding upon the
closing of the Issuer's most recent 10-Q filing dated September 30, 2022.
CUSIP No. 820824L103 13D
ITEM 1. Security and Issuer:
This statement on Schedule 13D (this "Statement") is filed with
respect to the common stock, par value $0.0001 per share ("Common Stock"),
of Shattuck Labs, Inc. a Delaware corporation (the "Issuer"). The Issuer's
principal executive offices are located at 500 W 5th Street, Suite 1200, Austin,
TX 78701.
ITEM 2. Identity and Background
(a) This statement is filed on behalf of Josiah Hornblower (the
"Reporting Person"). As of the date of this Statement, Mr. Hornblower
beneficially owns 2,977,627 shares of Common Stock and is the direct
owner of 85,774 shares of Common Stock, of which 188,375 shares of
Common Stock were from exercised stock options in June 2021.
Mr. Hornblower transferred 20,000 shares of Common Stock to a
charitable giving account in February 2021 and 70,000 shares of
Common Stock to family members in December 2021. Additionally,
79,356 shares of Common Stock were previously held by Stone
Dock Investors. In September 2021, Stone Dock distributed 12,399
shares of Common Stock to Mr. Hornblower and 66,957 shares of
Common Stock to other investors in Stone Dock. Mr. Hornblower is
the beneficial owner of 2,891,853 shares of Common Stock held by
Hornblower Capital Holdings, LLC. Hornblower Capital Holdings, LLC
and Stone Dock Investors are controlled by Mr. Hornblower; however,
Mr. Hornblower did not control the charitable giving account.
(b) The business address of the Reporting Person is 3317
Bowman Avenue Austin, TX 78703.
(c) The principal occupation of Mr. Hornblower is investment
manager. Mr. Hornblower was previously Executive Chairman and
director of the Issuer.
(d) & (e) During the last five years, the Reporting Person has
not (i) been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) 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 of
finding any violation with respect to such laws.
(f) Mr. Hornblower is a citizen of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration
The Reporting Person acquired beneficial ownership of shares of the
Issuer's previously outstanding preferred stock in multiple separate private
placements. Such preferred stock was converted into shares of Common
Stock upon the closing of the Issuer's initial public offering of Common
Stock (the "IPO") on October 9, 2020.
The Reporting Person also previously acquired beneficial
ownership of Common Stock in a private placement.
ITEM 4. Purpose of transaction
The shares of Common Stock held by the Reporting Person were
acquired for investment purposes. Mr. Hornblower ceased to serve on the
board of directors of the Issuer on October 22, 2021. The Reporting Person
may from time to time hold, vote, trade, and dispose of the Common Stock
of the Issuer.
CUSIP No. 820824L103 13D
ITEM 5. Interest in Securities of the Issuer
The beneficial ownership of the Common Stock of the Issuer by the
Reporting Person on the date hereof is reflected on the Cover Page above.
The Reporting Person sold 534,856 shares of Common Stock of the Issuer
in public market transactions, which included 70,000 shares of Common Stock
beneficially owned by family members and 345,000 shares of Common
Stock according to a Trading Plan under Rule 10b5-1 under the Securities
Exchange Act of 1934. The shares of Common Stock were sold at an average
sales price of $16.35 between May 10, 2021 and December 7, 2022.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The information set forth, or incorporated by reference, in Items
3 - 5 of this Statement is hereby incorporated by reference in this Items 6.
The Reporting Person and certain of the Issuer's other investors
were party to a Second Amended and Restated Investors' Rights Agreement,
dated June 12, 2020, with the Issuer (the "Rights Agreement"). The Reporting
Person entered into a lock-up agreement dated October 9, 2020, which
expired as of May 9, 2021.
ITEM 7. Not applicable.
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.
December 8, 2022
/s/ Josiah Hornblower
--------------------------------
Josiah Hornblower