Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

 

Cyteir Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

23284P 103

(CUSIP Number)

Barbara Fiorini Due

Novo Holdings A/S

Tuborg Havnevej 19

Hellerup, Denmark DK-2900

+45 3527 6592

Copy to:

B. Shayne Kennedy, Esq.

Latham & Watkins LLP

650 Town Center Drive, 20^th Floor

Costa Mesa, CA 92626

Telephone: (714) 540-1235

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

July 28, 2023

(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 which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

 

*	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 (the 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).

 

 

 

CUSIP No.: 23284P 103

 

1.		Name of Reporting Person:     Novo Holdings A/S
2.		Check the Appropriate Box if a Member of Group (See Instructions):   (a)  ☐        (b)  ☐
3.		SEC Use Only:
4.		Source of Funds:     WC
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items2(d) or 2(e):     ☐
6.		Citizenship or Place of Organization:     Denmark

Number of Shares  Beneficially  Owned By Each Reporting Person With:				7.		Sole Voting Power:     1,547,136
				8.		Shared Voting Power:     0
				9.		Sole Dispositive Power:     1,547,136
				10.		Shared Dispositive Power:     0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person:     1,547,136
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares:     ☐
13.		Percent of Class Represented By Amount In Row (11):     4.4% (1)
14.		Type of Reporting Person:     CO

 

(1)	Based upon 35,512,837 shares of the Issuers Common Stock outstanding as of May 4, 2023, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission (the SEC) on May 10, 2023.

 

2

This amendment (Amendment No. 5) amends the Schedule 13D originally filed with the SEC on June 25, 2021, as subsequently amended by Amendment No. 1 filed on December 20, 2021, Amendment No. 2 filed on July 25, 2022, Amendment No. 3 filed on September 30, 2022, and Amendment No. 4 filed on July 26, 2023 (collectively, the Schedule), to report and reflect that Novo Holdings A/S ceased to be a beneficial owner of more than five percent of the Issuers Common Stock. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 amends and supplements Item 3 in the Schedule to reflect sales of the Issuers stock in the open market, as follows:

On July 27, 2023, Novo Holdings A/S sold 250,000 shares at a weighted average price of $2.73 per share in the open market.

On July 28, 2023, Novo Holdings A/S sold 250,000 shares at a weighted average price of $2.73 per share in the open market.

On July 31, 2023, Novo Holdings A/S sold 250,000 shares at a weighted average price of $2.73 per share in the open market.

On August 1, 2023, Novo Holdings A/S sold 250,000 shares at a weighted average price of $2.73 per share in the open market.

On August 2, 2023, Novo Holdings A/S sold 250,000 shares at a weighted average price of $2.73 per share in the open market.

On August 3, 2023, Novo Holdings A/S sold 275,000 shares at a weighted average price of $2.72 per share in the open market.

Item 5. Interest in Securities of the Issuer

Item 5 is amended and replaced in its entirety as follows:

 

(a)

Novo Holdings A/S beneficially owns 1,547,136 shares of Common Stock (the Novo Shares) representing approximately 4.4% of the Issuers outstanding shares of Common Stock, based 35,512,837 shares of the Issuers Common Stock outstanding as of May 4, 2023, as reported in the Issuers Form 10-Q filed with the SEC on May 10, 2023.

 

(b)

Novo Holdings A/S is a Danish corporation wholly owned by the Novo Nordisk Foundation. Novo Holdings A/S has the sole power to vote and dispose of the Novo Shares. Neither the Foundation nor any person listed on Schedule I has the power to direct the vote as to, or the disposition of the Novo Shares.

 

(c)

Except as described in the Schedule, Novo Holdings A/S has not effected any transactions in the Issuers Common Shares within the past 60 days and neither the Foundation nor any person listed on Schedule I has effected any transactions in the Issuers Common Shares within the past 60 days.

 

(d)

Novo Holdings A/S does not know of any other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Novo Shares.

 

(e)

As of August 3, 2023, Novo Holdings A/S ceased to be a beneficial owner of more than five percent of the Issuers Common Stock.

 

3

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.

 

Dated: August 3, 2023						Novo Holdings A/S
						/s/ Barbara Fiorini Due
						By: Barbara Fiorini Due
						Its: General Counsel, Finance & Operations