Filing Details
- Accession Number:
- 0001104659-20-049516
- Form Type:
- 13D Filing
- Publication Date:
- 2020-04-22 07:56:03
- Filed By:
- Novartis Bioventures Ltd
- Company:
- Aadi Bioscience Inc. (NASDAQ:AADI)
- Filing Date:
- 2020-04-22
- SEC Url:
- 13D Filing
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 |
|---|---|---|---|---|---|---|
| Novartis Bioventures Ltd | 0 | 3,147,667 | 0 | 3,147,667 | 3,147,667 | 7.76% |
| Novartis AG | 0 | 3,147,667 | 0 | 3,147,667 | 3,147,667 | 7.76% |
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| UNITED STATES |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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| SCHEDULE 13D |
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Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Aerpio Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
00810B105
(CUSIP Number)
Bart Dzikowski
Secretary of the Board
Novartis Bioventures Ltd.
Lichtstrasse 35
CH-4056 Basel, Switzerland
+41 61 324 3714
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 21, 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. o
* The remainder of this cover page shall be filled out for a reporting persons 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, as amended (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).
| 1. | Names of reporting persons | Novartis Bioventures Ltd. |
| 2. | Check the appropriate box if a member of a group | (a) o (b) o |
| 3. | SEC use only |
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| 4. | Source of funds (see instructions) | WC |
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) | o |
| 6. | Citizenship or place of organization | Switzerland |
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| Number of shares beneficially owned by each reporting person with: | ||
| 7. | Sole voting power | 0 |
| 8. | Shared voting power | 3,147,667 |
| 9. | Sole dispositive power | 0 |
| 10. | Shared dispositive power | 3,147,667 |
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| 11. | Aggregate amount beneficially owned by each reporting person | 3,147,667 |
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) | o |
| 13. | Percent of class represented by amount in Row (11) | 7.76% (1) |
| 14. | Type of reporting person (see instructions) | CO |
(1) Based on 40,588,004 shares of Common Stock outstanding as of March 9, 2020, as reported in the Issuers Annual Report on Form 10-K filed with the Securities and Exchange Commission (the SEC) on March 16, 2020.
2
| 1. | Names of reporting persons | Novartis AG |
| 2. | Check the appropriate box if a member of a group | (a) o (b) o |
| 3. | SEC use only |
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| 4. | Source of funds (see instructions) | WC |
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) | o |
| 6. | Citizenship or place of organization | Switzerland |
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| Number of shares beneficially owned by each reporting person with: | ||
| 7. | Sole voting power | 0 |
| 8. | Shared voting power | 3,147,667 |
| 9. | Sole dispositive power | 0 |
| 10. | Shared dispositive power | 3,147,667 |
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| 11. | Aggregate amount beneficially owned by each reporting person | 3,147,667 |
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) | o |
| 13. | Percent of class represented by amount in Row (11) | 7.76% (1) |
| 14. | Type of reporting person (see instructions) | CO |
(1) Based on 40,588,004 shares of Common Stock outstanding as of March 9, 2020, as reported in the Issuers Annual Report on Form 10-K filed with the SEC on March 16, 2020.
3
Item 1. Security and Issuer.
This Amendment No. 6 (the Amendment) to Schedule 13D amends the Schedule 13D filed by the Reporting Persons (as defined below) with the SEC on March 27, 2017, as previously amended on June 28, 2018, March 28, 2019, April 11, 2019, April 29, 2019 and June 7, 2019 (the Original Schedule 13D and, together with the Amendment, the Schedule 13D) and relates to the common stock, par value $0.0001 per share (the Common Stock), of Aerpio Pharmaceuticals, Inc., a Delaware corporation (the Issuer). The address of the Issuers principal executive office is 9987 Carver Road, Cincinnati, OH 45242.
As a result of the open market sales reported in Item 5(c) of this Amendment, the percentage of outstanding shares of Common Stock that the Reporting Persons may be deemed to beneficially own was reduced by more than one percent of the Issuers shares of Common Stock outstanding since the filing of the Original Schedule 13D.
Except as otherwise described herein, the information contained in the Original Schedule 13D remains in effect. Capitalized terms used but not defined in this Amendment shall have the respective meanings set forth with respect thereto in the Original Schedule 13D.
Item 2. Identity and Background.
Item 2 of the Original Schedule 13D is hereby amended such that all reference to Schedule I contained within Item 2 and otherwise within the Original Schedule 13D shall refer to the Schedule I included in this Amendment.
Item 3. Source and Amounts of Funds or Other Consideration.
No changes.
Item 4. Purpose of Transaction.
The information set forth in Item 5(c) of this Amendment is incorporated herein by reference. Otherwise, there are no changes to the disclosure provided under this Item 4 in the Original Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the Reporting Persons may be deemed, for purposes of Rule 13d-3 of the Act, directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of 3,147,667 shares of Common Stock. NBV is a wholly-owned indirect subsidiary of Novartis. Based on 40,588,004 shares of Common Stock outstanding as of March 9, 2020, as reported in the Issuers Annual Report on Form 10-K filed with the SEC on March 16, 2020, the Common Stock held by the Reporting Persons constitutes 7.76% of the outstanding shares of Common Stock of the Issuer.
(b) With respect to the number of shares of Common Stock as to which each Reporting Person has:
(i) sole power to vote or to direct the vote with respect to such shares of Common Stock, please see row 7 of the applicable cover sheet to this Amendment for such Reporting Person;
(ii) shared power to vote or to direct the vote with respect to such shares of Common Stock, please see row 8 of the applicable cover sheet to this Amendment for such Reporting Person;
(iii) sole power to dispose or direct the disposition of such shares of Common Stock, please see row 9 of the applicable cover sheet to this Amendment for such Reporting Person; and
(iv) shared power to dispose or to direct the disposition of such shares of Common Stock, please see row 10 of the applicable cover sheet to this Amendment for such Reporting Person.
(c) Other than the open market sales referred to below or previously reported in the Original Schedule 13D, none of (i) the Reporting Persons or, (ii) to the Reporting Persons knowledge, the persons set forth on Schedule I hereto has effected any transaction in the Common Stock during the past 60 days.
On April 21, 2020, the Reporting Persons sold 50,213 shares of Common Stock at a weighted average price of $0.70 per share (price range: $0.65$0.73).
4
On April 20, 2020, the Reporting Persons sold 103,839 shares of Common Stock at a weighted average price of $0.64 per share (price range: $0.60 $0.67).
On April 17, 2020, the Reporting Persons sold 25,517 shares of Common Stock at a weighted average price of $0.58 per share (price range: $0.56 - $0.60).
On April 16, 2020, the Reporting Persons sold 80,010 shares of Common Stock at a weighted average price of $0.58 per share (price range: $0.54 - $0.62).
On April 15, 2020, the Reporting Persons sold 13,101 shares of Common Stock at a weighted average price of $0.51 per share (price range: $0.50 - $0.54).
On April 14, 2020, the Reporting Persons sold 10,900 shares of Common Stock at a weighted average price of $0.56 per share (price range: $0.55 - $0.59).
On April 13, 2020, the Reporting Persons sold 3,012 shares of Common Stock at a weighted average price of $0.55 per share (price range: $0.54 - $0.56).
On April 9, 2020, the Reporting Persons sold 6,293 shares of Common Stock at a weighted average price of $0.54 per share (price range: $0.54 - $0.55).
On April 8, 2020, the Reporting Persons sold 12,603 shares of Common Stock at a weighted average price of $0.54 per share (price range: $0.54 - $0.56).
On April 7, 2020, the Reporting Persons sold 3,176 shares of Common Stock at a weighted average price of $0.55 per share (price range: $0.54 - $0.55).
On April 6, 2020, the Reporting Persons sold 8,493 shares of Common Stock at a weighted average price of $0.54 per share (price range: $0.53- $0.55).
On April 3, 2020, the Reporting Persons sold 1,418 shares of Common Stock at a weighted average price of $0.53 per share (price range: $0.51- $0.53).
On April 2, 2020, the Reporting Persons sold 9,780 shares of Common Stock at a weighted average price of $0.52 per share (price range: $0.50 - $0.56).
On April 1, 2020, the Reporting Persons sold 1,896 shares of Common Stock at a weighted average price of $0.52 per share (price range: $0.52 - $0.53).
On March 27, 2020, the Reporting Persons sold 4,100 shares of Common Stock at a weighted average price of $0.51 per share (price range: $0.50 - $0.52).
On March 26, 2020, the Reporting Persons sold 1,600 shares of Common Stock at a weighted average price of $0.51 per share (price range: $0.51 - $0.53).
On March 25, 2020, the Reporting Persons sold 5,417 shares of Common Stock at a weighted average price of $0.50 per share (price range: $0.50 - $0.52).
On March 24, 2020, the Reporting Persons sold 6.900 shares of Common Stock at a weighted average price of $0.51 per share (price range: $0.50 - $0.53).
The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the Staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this Item 5(c).
(d) Not applicable.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
No changes.
Item 7. Material to be Filed as Exhibits.
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| 99.1 |
| Agreement regarding joint filing of Schedule 13D |
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Signature
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.
| Date: April 22, 2020 | NOVARTIS BIOVENTURES LTD. | |
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| By: | /s/ Bart Dzikowski |
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| Name: | Bart Dzikowski |
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| Title: | Secretary of the Board |
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| By: | /s/ Florian Muellershausen |
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| Name: | Florian Muellershausen |
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| Title: | Authorized Signatory |
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| NOVARTIS AG | |
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| By: | /s/ Bart Dzikowski |
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| Name: | Bart Dzikowski |
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| Title: | Authorized Signatory |
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| By: | /s/ Florian Muellershausen |
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| Name: | Florian Muellershausen |
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| Title: | Authorized Signatory |
7
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
NOVARTIS AG AND NOVARTIS BIOVENTURES LTD.
Directors and Executive Officers of Novartis AG
The name, function, citizenship and present principal occupation or employment of each of the directors and executive officers of Novartis AG are set forth below. Unless otherwise indicated below, (i) each occupation set forth opposite an individuals name refers to employment with Novartis AG and (ii) the business address of each director and executive officer of Novartis AG is Novartis Campus, Lichtstrasse 35, CH-4056, Basel, Switzerland.
| Name |
| Relationship to |
| Present Principal Occupation |
| Citizenship |
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| Joerg Reinhardt, Ph.D. |
| Chairman of the Board of Directors |
| Chairman of the Board of Directors |
| German |
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| Enrico Vanni, Ph.D. |
| Vice Chairman of the Board of Directors |
| Independent Consultant |
| Swiss |
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| Nancy C. Andrews, M.D., Ph.D. |
| Director |
| Dean Emerita of the Duke University School of Medicine and Vice Chancellor Emerita for Academic Affairs at Duke University; Professor of Pediatrics, Pharmacology and Cancer Biology at Duke University |
| American |
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| Patrice Bula |
| Director |
| Executive Vice President and Head of Strategic Business Units at Nestlé SA; Chairman of the board at Nespresso SA |
| Swiss |
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| Ton Buechner |
| Director |
| Independent Consultant |
| Dutch |
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| Srikant Datar, Ph.D. |
| Director |
| Arthur Lowes Dickinson Professor at the Graduate School of Business Administration at Harvard University |
| American |
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| Elizabeth (Liz) Doherty |
| Director |
| Non-executive director and chairman of the audit committee of Dunelm Group plc; Member of the Supervisory Board and Audit Committee of Corbion NV |
| British |
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| Ann Fudge |
| Director |
| Vice Chairman and Senior Independent Director of Unilever NV |
| American |
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| Bridgette Heller |
| Director |
| Co-founder and CEO, Shirley Proctor Puller Foundation |
| American |
| Name |
| Relationship to |
| Present Principal Occupation |
| Citizenship |
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| Franz van Houten |
| Director |
| CEO and Chairman of the Executive Committee and the Board of Management of Royal Philips |
| Dutch |
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| Simon Moroney |
| Director |
| Independent Consultant |
| German/New Zealand |
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| Andreas von Planta, Ph.D. |
| Director |
| Senior Counsel at Lenz & Staehelin |
| Swiss |
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| Charles L. Sawyers, M.D. |
| Director |
| Chair of the Human Oncology and Pathogenesis Program at Memorial Sloan-Kettering Cancer Center; Professor of Medicine and of Cell and Developmental Biology at the Weill Cornell Graduate School of Medical Sciences; Investigator at the Howard Hughes Medical Institute |
| American |
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| William T. Winters |
| Director |
| CEO and a board member of Standard Chartered |
| British |
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| Vasant (Vas) Narasimhan, M.D. |
| Member of the Executive Committee; Chief Executive Officer |
| Member of the Executive Committee, Chief Executive Officer |
| American |
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| Steven Baert |
| Member of the Executive Committee; Head of Human Resources |
| Member of the Executive Committee, Head of Human Resources |
| Belgian |
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| Susanne Schaffert, Ph.D. |
| Member of the Executive Committee; President, Novartis Oncology |
| Member of the Executive Committee; President, Novartis Oncology |
| German |
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| Bertrand Bodson |
| Member of the Executive Committee; Chief Digital Officer |
| Member of the Executive Committee; Chief Digital Officer |
| Belgian |
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| James (Jay) Bradner, M.D. |
| Member of the Executive Committee; President, Novartis Institutes for BioMedical Research |
| Member of the Executive Committee; President, Novartis Institutes for BioMedical Research |
| American |
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| Klaus Moosemayer, Ph.D. |
| Member of the Executive Committee; Chief Ethics, Risk and Compliance Officer |
| Member of the Executive Committee; Chief Ethics, Risk and Compliance Officer |
| German |
I-2
| Name |
| Relationship to |
| Present Principal Occupation |
| Citizenship |
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| Harry Kirsch |
| Member of the Executive Committee; Chief Financial Officer |
| Member of the Executive Committee; Chief Financial Officer |
| German |
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| Shannon Thyme Klinger |
| Member of the Executive Committee; Group General Counsel |
| Member of the Executive Committee; Group General Counsel |
| American |
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| Richard Saynor |
| Member of the Executive Committee; CEO, Sandoz |
| Member of the Executive Committee; CEO, Sandoz |
| British |
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| Steffen Lang, Ph.D. |
| Member of the Executive Committee; Global Head of Novartis Technical Operations |
| Member of the Executive Committee; Global Head of Novartis Technical Operations |
| German |
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| John Tsai, M.D. |
| Member of the Executive Committee; Head of Global Drug Development and Chief Medical Officer |
| Member of the Executive Committee; Head of Global Drug Development and Chief Medical Officer |
| American |
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| Robert Weltevreden |
| Member of the Executive Committee; Head of Novartis Business Services |
| Member of the Executive Committee; Head of Novartis Business Services |
| Dutch |
I-3