Page 7 of 9 – 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. 6 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 23,365,137 shares of Common Stock that
will be outstanding following the Offering, as disclosed in the Issuer’s Prospectus filed with the SEC on September 20, 2016.
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 Percentage of Class Outstanding 667, L.P.
1,131,625 4.8% Baker Brothers Life Sciences, L.P.
9,404,467 40.3%
Pursuant to management agreements, as amended, among the Adviser,
the Funds, and their respective general partners, 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. 6 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)
The disclosure regarding the purchase of common stock of the Issuer in the Offering described in Item 4 is incorporated by reference
herein. The following transaction in the Issuer’s Common Stock was effected by the Fund noted below during the sixty
days preceding the filing of this statement using working capital of the applicable purchasing Fund. The purchase transaction was
effected in the open market directly with a broker-dealer. Except as disclosed herein or in any previous amendments to this Schedule
13D, none of the Reporting Persons or their affiliates has effected any other transactions in securities of the Issuer during the
past 60 days.
Name Date Number of Shares Transaction Price/ Share Footnotes 667, L.P. 9/20/2016 12,550 Purchase 13.1497 1
(1) The reported price is a weighted average price. These
shares were traded in multiple transactions at prices ranging from $12.89 to $13.55. The Reporting Persons undertake to provide
the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each
separate price within the ranges set forth in this footnote.
(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.
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. 6 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 23,365,137 shares of Common Stock that
will be outstanding following the Offering, as disclosed in the Issuer’s Prospectus filed with the SEC on September 20, 2016.
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 | Percentage of Class Outstanding |
| 667, L.P. | 1,131,625 | 4.8% |
| Baker Brothers Life Sciences, L.P. | 9,404,467 | 40.3% |
Pursuant to management agreements, as amended, among the Adviser,
the Funds, and their respective general partners, 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. 6 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)
The disclosure regarding the purchase of common stock of the Issuer in the Offering described in Item 4 is incorporated by reference
herein. The following transaction in the Issuer’s Common Stock was effected by the Fund noted below during the sixty
days preceding the filing of this statement using working capital of the applicable purchasing Fund. The purchase transaction was
effected in the open market directly with a broker-dealer. Except as disclosed herein or in any previous amendments to this Schedule
13D, none of the Reporting Persons or their affiliates has effected any other transactions in securities of the Issuer during the
past 60 days.
| Name | Date | Number of Shares | Transaction | Price/ Share | Footnotes |
| 667, L.P. | 9/20/2016 | 12,550 | Purchase | 13.1497 | 1 |
| (1) | The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $12.89 to $13.55. The Reporting Persons undertake to provide the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote. |
(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.
