Page 7 of 8 – SEC Filing
Except as otherwise disclosed herein, at the present time, the
Reporting Persons do not have any plans or proposals with respect to any extraordinary corporate transaction involving the Issuer
including, without limitation, those matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item
5. Interest in Securities of the Issuer.
Item 5 of this Schedule 13D is hereby amended and restated in
its entirety as follows:
(a) and (b) Items 7 through 11 and 13 of each of the cover pages
of this Amendment No. 8 are incorporated herein by reference. Set forth below is the aggregate number and percentage of shares
of Common Stock directly held, as of the date hereof, by each of the following based upon 23,423,150 shares of Common Stock outstanding
as of March 9, 2017 as reported in the Issuer’s Form 10-K filed with the SEC on March 9, 2017. Such percentage figures were
calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”).
| Holder | Number of Shares of Common Stock we own or have to right to acquire within 60 days | Percentage of Class Outstanding | ||
| 667, L.P. | 1,169,695 | 5.0% | ||
| Baker Brothers Life Sciences, L.P. | 9,764,459 | 41.7% | ||
| Total | 10,934,154 | 46.7% |
Pursuant to the management agreements, as amended, among the
Adviser, the Funds and their respective general partners, the Funds’ respective general partners relinquished to the Adviser
all discretion and authority with respect to the investment and voting power of the securities held by the Funds, and thus the
Adviser has complete and unlimited discretion and authority with respect to the Funds’ investments and voting power over
investments.
The Adviser GP, Felix J. Baker and Julian C. Baker as principals
of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds,
and may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition of such securities.
The Reporting Persons disclaim beneficial ownership of the securities
of the Issuer held by each of the Funds, and this Amendment No. 8 shall not be deemed an admission that the Reporting Persons are
the beneficial owners of such securities for purposes of Section 13(d) or for any other purpose, except to the extent that any
such Reporting Persons actually exercises voting or dispositive power with respect to such securities.
(c)
None of the Reporting Persons or their affiliates has effected any transactions in securities of the Issuer during the past
60 days. Except as disclosed herein, none of the Reporting Persons or their affiliates has effected any other transactions in securities
of the Issuer during the past 60 days.
(d) Certain securities of the Issuer are held directly by 667,
L.P., a limited partnership the sole general partner of which is Baker Biotech Capital, L.P., a limited partnership the sole general
partner of which is Baker Biotech Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of Baker Biotech
Capital (GP), LLC.
Certain securities of the Issuer are held directly by Baker
Brothers Life Sciences, L.P., a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital,
L.P., a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital (GP), LLC. Julian C. Baker
and Felix J. Baker are the controlling members of Baker Brothers Life Sciences Capital (GP), LLC.
(e) Not applicable.
