Filing Details

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2) 

MORPHIC HOLDING, INC.

(Name of Issuer)

Common Stock, Par Value $0.0001

(Title of Class of Securities)

61775R 10 5

(CUSIP Number)

Victoria A. Whyte

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 12, 2020

(Date of Event which Requires 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* 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.

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1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GlaxoSmithKline plc
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    ☐ (b)    ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)   WC
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☒
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   England and Wales

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   1,533,772
		8.		SHARED VOTING POWER   -0-
		9.		SOLE DISPOSITIVE POWER   1,533,772
		10.		SHARED DISPOSITIVE POWER   -0-

 

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,533,772 shares of Common Stock (1)
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)   ☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% of the shares of Common Stock (2)
14.		TYPE OF REPORTING PERSON (see instructions) CO

 

Footnotes: 

(1) Common Stock are held directly by S.R. One, Limited (“SR One”), an indirect, wholly-owned subsidiary of GlaxoSmithKline plc.   (2) Based upon 30,483,521 shares of the Issuer’s Common Stock outstanding as of November 11, 2019, as reported in the Issuer’s quarterly report on the Form 10-Q for the quarter period ending September 30, 2019, filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2019.

 

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 Item 1. Security and Issuer.

This Amendment No. 2 to Schedule 13D (this “Statement”) amends and supplements the statement on Schedule 13D originally filed on July 12, 2019 and amended on July 25, 2019 (the “Schedule 13D”) with respect to the shares of common stock, par value $0.0001 per share (the “Common Stock”), of Morphic Holding, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 35 Gatehouse Drive, A2, Waltham, Massachusetts 02451. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.

Item 2.  Identity and Background.

The response set forth in Item 2 of the Schedule 13D is hereby amended by deleting Schedule 1 in its entirety and replacing it with Schedule 1 attached.

Item 5. Interest in Securities of the Issuer.

The response set forth in Item 5 of the Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing it with the following:

(a), (b) The information contained in rows 7, 8, 9, 10, 11, and 13 on each of the cover pages of this Statement is incorporated by reference in its entirety into this Item 5.

(c) On February 12, 2020, S.R. One disposed an aggregate amount of 1,100,000 shares of Common Stock at a sale price of $18.50 per share. The disposition was made in an open market transaction through a broker on the Nasdaq Global Market.

(d) No person, other than GlaxoSmithKline plc, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by GlaxoSmithKline plc.

(e) Not applicable.

 

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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.

Date: February 18, 2020

	GLAXOSMITHKLINE PLC
	By:	/s/ Victoria A. Whyte
	Name:	Victoria A. Whyte
	Title:	Authorized Signatory

 

 

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SCHEDULE 1

 

Name		Business Address		Principal Occupation or Employment		Citizenship
Board of Directors
Emma Walmsley		980 Great West Road Brentford Middlesex, England TW8 9GS		Executive Director and Chief Executive Officer		British
Manvinder Singh Banga		980 Great West Road Brentford Middlesex, England TW8 9GS		Company Director		British & Indian
Dr. Hal Barron		269 E. Grand Avenue, South San Francisco, CA 94080		Chief Scientific Officer & President, R&D		US
Dr. Vivienne Cox		980 Great West Road Brentford Middlesex, England TW8 9GS		Company Director		British
Lynn Elsenhans		980 Great West Road Brentford Middlesex, England TW8 9GS		Company Director		US
Dr. Jesse Goodman		980 Great West Road Brentford Middlesex, England TW8 9GS		Company Director		US
Dr. Laurie Glimcher		980 Great West Road Brentford Middlesex, England TW8 9GS		Company Director		US
Judy Lewent		980 Great West Road Brentford Middlesex, England TW8 9GS		Company Director		US
Iain MacKay		980 Great West Road Brentford Middlesex, England TW8 9GS		Executive Director & Chief Financial Officer		British
Urs Rohner		980 Great West Road Brentford Middlesex, England TW8 9GS		Company Director		Swiss
Jonathan Symonds		980 Great West Road Brentford Middlesex, England TW8 9GS		Chairman and Company Director		British

 

 

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Name		Business Address		Principal Occupation or Employment		Citizenship
Corporate Executive Team
Emma Walmsley		980 Great West Road Brentford Middlesex, England TW8 9GS		Executive Director and Chief Executive Officer		British
Dr. Hal Barron		269 E. Grand Avenue, South San Francisco, CA 94080		Chief Scientific Officer & President, R&D		US
Roger Connor		980 Great West Road Brentford Middlesex, England TW8 9GS		President, Global Vaccines		Irish
Diana Conrad		980 Great West Road Brentford Middlesex, England TW8 9GS		Senior Vice President, Human Resoures		Canadian
James Ford		980 Great West Road Brentford Middlesex, England TW8 9GS		Senior Vice President & General Counsel		British & US
Nick Hirons		980 Great West Road Brentford Middlesex, England TW8 9GS		Senior Vice President, Global Ethics and Compliance		British & US
Sally Jackson		980 Great West Road Brentford Middlesex, England TW8 9GS		Senior Vice President, Global Communications and CEO Office		British
Iain MacKay		980 Great West Road Brentford Middlesex, England TW8 9GS		Executive Director & Chief Financial Officer		British
Brian McNamara		184 Liberty Corner Road Warren NJ, 07059		Chief Executive Officer, GSK Consumer Healthcare		US

 

 

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Name		Business Address		Principal Occupation or Employment		Citizenship
Luke Miels		980 Great West Road Brentford Middlesex, England TW8 9GS		President, Global Pharmaceuticals		Australian
David Redfern		980 Great West Road Brentford Middlesex, England TW8 9GS		Chief Strategy Officer		British
Regis Simard		980 Great West Road Brentford Middlesex, England TW8 9GS		President Pharmaceutical Supply Chain		French & British
Karenann Terrell		980 Great West Road Brentford Middlesex, England TW8 9GS		Chief Digital and Technology Officer		Canadian
Philip Thomson		980 Great West Road Brentford Middlesex, England TW8 9GS		President, Global Affairs		British
Deborah Waterhouse		980 Great West Road Brentford Middlesex, England TW8 9GS		Chief Executive Officer of ViiV Healthcare		British