Filing Details

Accession Number:
0001387131-20-001888
Form Type:
13D Filing
Publication Date:
2020-02-18 16:35:53
Filed By:
Glaxosmithkline Plc
Company:
Morphic Holding Inc. (NASDAQ:MORF)
Filing Date:
2020-02-18
SEC Url:
13D 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
GlaxoSmithKline plc 1,533,772 0 1,533,772 0 1,533,772 5.0%
Filing

 

 

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

GlaxoSmithKline plc

980 Great West Road

Brentford, Middlesex TW8 9GS

England

Telephone: +44 (0)208 047 5000

(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.

 
Cusip No. 61775R 10 5 13 D/A2 Page 2 of 7

 

 

 

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.

 

 
Cusip No. 61775R 10 5 13 D/A2 Page 3 of 7

 

 

 

 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.

 

 
Cusip No. 61775R 10 5 13 D/A2 Page 4 of 7

 

 

 

 

 

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

 


 

 
Cusip No. 61775R 10 5 13 D/A2 Page 5 of 7

 

 

 

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

 

 

 
Cusip No. 61775R 10 5 13 D/A2 Page 6 of 7

 

 

 

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

 

 

 
Cusip No. 61775R 10 5 13 D/A2 Page 7 of 7

 

 

 

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