Page 6 of 9 – SEC Filing
Amendment No. 2 to Schedule 13D
This Amendment No. 2 to Schedule 13D amends and supplements
the previously filed Schedules 13D filed by Baker Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors (GP), LLC
(the “Adviser GP”), Julian C. Baker and Felix J. Baker. Except as supplemented herein, such statements, as heretofore
amended and supplemented, remain in full force and effect.
The
Adviser GP is the sole general partner of the Adviser. Pursuant to the management agreements, as amended, among the Adviser,
Baker Brothers Life Sciences, L.P. (“Life Sciences”),
14159, L.P. (“14159”), and 667, L.P. (“667”, and together with Life Sciences and 14159, the “Funds”)
and their 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.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of Schedule 13D is supplemented and amended, as the case
may be, as follows:
The disclosure regarding the purchases in Item 4 below is incorporated
herein by reference.
Item 4. Purpose of the Transaction.
Item 4 of Schedule 13D is supplemented and superseded, as the
case may be, as follows:
This Amendment No. 2 is being filed to report the acquisition
of shares of Common Stock of Bellicum Pharmaceuticals, Inc. (the “Issuer”) in an Offering (defined below) and a change
in the percentage of beneficial ownership resulting from the Offering.
On March 23, 2017, the Issuer entered into an underwriting agreement
(the “Underwriting Agreement”) with Citigroup Global Markets and Jefferies LLC, as representatives of the several underwriters
listed on Schedule A thereto (the “Underwriters”), related to a public offering (the “Offering”) of 5,000,000
shares of the Issuer’s common stock at a price to the public of $12.00 per share. In addition, the Issuer granted the Underwriters
an option exercisable for 30 days from the date of the Underwriting Agreement to purchase, at the public offering price less any
underwriting discounts and commissions, up to an additional 750,000 shares of common stock to cover overallotments, if any. The
Offering is expected to close on March 29, 2017.
Pursuant to the Offering, on March 24, 2017, 667 and Life Sciences
purchased 15,489 and 151,177 shares of the Issuer’s common stock, respectively, at the offering price of $12.00 per share,
totaling 166,666 shares in the aggregate. Each of 667 and Life Sciences purchased the shares of the Issuer’s commons stock
with their working capital.
The Funds hold securities of the Issuer for investment purposes.
The Reporting Persons or their affiliates may purchase additional securities or dispose of securities in varying amounts and at
varying times depending upon the Reporting Persons’ continuing assessments of pertinent factors, including the availability
of shares of common stock of the Issuer (“Common Stock”) or other securities for purchase at particular price levels,
the business prospects of the Issuer, other business investment opportunities, economic conditions, stock market conditions, money
market conditions, the attitudes and actions of the board of directors and management of the Issuer, the availability and nature
of opportunities to dispose of shares of the Issuer and other plans and requirements of the particular entities. The Reporting
Persons may discuss items of mutual interest with the Issuer, which could include items in subparagraphs (a) through (j) of Item
4 of Schedule 13D.
