Filing Details

Accession Number:
0001104659-20-020447
Form Type:
13G Filing
Publication Date:
2020-02-13 21:10:16
Filed By:
Foresite Capital Fund Iv, L.p.
Company:
Arbutus Biopharma Corp (NASDAQ:ABUS)
Filing Date:
2020-02-14
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Foresite Capital Fund IV 3,705,128 3,705,128 3,705,128 6.5%
Foresite Capital Management IV 3,705,128 3,705,128 3,705,128 6.5%
James Tananbaum ( Tananbaum ) 3,705,128 3,705,128 3,705,128 6.5%
Filing
 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G
(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. _____1______)*

 

Arbutus Biopharma Corporation

(Name of Issuer)

 

Common Shares, no par value

(Title of Class of Securities)

 

03879J100

(CUSIP Number)

 

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)

 

xRule 13d-1(c)

 

¨Rule 13d-1(d)

 

*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 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).

 

(Continued on following pages)

 

Page 1 of 10

 

Exhibit Index on Page 9

 

 

 

 

CUSIP # 03879J100 Page 2 of 10

 

1 NAME OF REPORTING PERSONS          Foresite Capital Fund IV, L.P. (“FCF IV”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)          ¨          (b)          x
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
3,705,128 shares, except that Foresite Capital Management IV, LLC (“FCM IV”), the general partner of FCF IV, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM IV, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7

SOLE DISPOSITIVE POWER

3,705,128 shares, except that FCM IV, the general partner of FCF IV, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to dispose of these shares.

8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,705,128
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.5%*
12 TYPE OF REPORTING PERSON PN

 

* As reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 6, 2019, the total number of Common Shares outstanding was 56,850,172 as of October 31, 2019.

 

 

 

CUSIP # 03879J100 Page 3 of 10

 

1 NAME OF REPORTING PERSONS          Foresite Capital Management IV, LLC (“FCM IV”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)          ¨          (b)          x
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
3,705,128 shares, all of which are directly owned by FCF IV.  FCM IV, the general partner of FCF IV, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
3,705,128 shares, all of which are directly owned by FCF IV.  FCM IV, the general partner of FCF IV, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  REPORTING PERSON 3,705,128
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.5%*
12 TYPE OF REPORTING PERSON OO

 

* As reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 6, 2019, the total number of Common Shares outstanding was 56,850,172 as of October 31, 2019.

 

 

 

CUSIP # 03879J100 Page 4 of 10

 

1 NAME OF REPORTING PERSONS          James Tananbaum (“Tananbaum”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)          ¨          (b)          x
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
3,705,128 shares, all of which are directly owned by FCF IV.  Tananbaum is the managing member of FCM IV, which is the general partner of FCF IV.  Tananbaum may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
3,705,128 shares, all of which are directly owned by FCF IV.  Tananbaum is the managing member of FCM IV, which is the general partner of FCF IV.  Tananbaum may be deemed to have sole power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  REPORTING PERSON 3,705,128
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.5%*
12 TYPE OF REPORTING PERSON IN

 

* As reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 6, 2019, the total number of Common Shares outstanding was 56,850,172 as of October 31, 2019.

 

 

 

CUSIP # 03879J100 Page 5 of 10

 

ITEM 1(A).NAME OF ISSUER

 

Arbutus Biopharma Corporation (the “Issuer”)

 

ITEM 1(B).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

 

701 Veterans Circle

Warminster, PA 18974

 

ITEM 2(A).NAME OF PERSONS FILING

 

This Schedule is filed by Foresite Capital Fund IV, L.P., a Delaware limited partnership (“FCF IV”), Foresite Capital Management IV, LLC, a Delaware limited liability company (“FCM IV”), and James Tananbaum. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

ITEM 2(B).ADDRESS OF PRINCIPAL OFFICE

 

The address for each of the Reporting Persons is:

 

c/o Foresite Capital Management

600 Montgomery Street, Suite 4500

San Francisco, CA 94111

 

ITEM 2(C).CITIZENSHIP

 

See Row 4 of cover page for each Reporting Person.

 

ITEM 2(D).TITLE OF CLASS OF SECURITIES

 

Common Shares, no par value

 

ITEM 2(D)CUSIP NUMBER

 

03879J100

 

ITEM 3.If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

ITEM 4.OWNERSHIP

 

The following information with respect to the ownership of the Common Shares of the Issuer by the persons filing this Statement is provided as of December 31, 2019:

 

 

 

 

CUSIP # 03879J100 Page 6 of 10

 

(a)Amount beneficially owned:

 

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:

 

See Row 11 of cover page for each Reporting Person.

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

 

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

 

See Row 8 of cover page for each Reporting Person.

 

ITEM 5.OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

Not applicable.

 

ITEM 6.OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

 

Under certain circumstances set forth in the limited partnership agreement of FCF IV and the limited liability company agreement of FCM IV the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member.

 

ITEM 7.IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

 

Not applicable.

 

ITEM 8.IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

Not applicable

 

ITEM 9.NOTICE OF DISSOLUTION OF GROUP.

 

Not applicable

 

 

 

CUSIP # 03879J100 Page 7 of 10

 

ITEM 10.CERTIFICATION.

 

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

 

 

CUSIP # 03879J100 Page 8 of 10

 

SIGNATURES

 

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.

 

Date: February 13, 2020

 

  FORESITE CAPITAL FUND IV, L.P.
   
  By: FORESITE CAPITAL MANAGEMENT IV, LLC
  Its: General Partner
   
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
   
   
  FORESITE CAPITAL MANAGEMENT IV, LLC
   
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
   
   
  JAMES TANANBAUM
   
  By: /s/ James Tananbaum
  Name: James Tananbaum

 

 

 

CUSIP # 03879J100 Page 9 of 10

 

EXHIBIT INDEX

 

    Found on
Sequentially
Exhibit   Numbered Page
     
Exhibit A:  Agreement of Joint Filing   10

 

 

 

CUSIP # 03879J100 Page 10 of 10

 

exhibit A

 

Agreement of Joint Filing

 

The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of the Issuer shall be filed on behalf of each of the Reporting Persons. Note that a copy of the applicable Agreement of Joint Filing is already on file with the appropriate agencies.