Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Spring Bank Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

849431101

(CUSIP Number)

November 23, 2016

(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)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

*	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 the disclosures provided in a prior cover page.

The information required in 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).

 

 

 

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1745(3-06)

 

Page 1 of 11 pages

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CUSIP No. 849431101

 

1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).   Peter Lacaillade Jr.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
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   724,848
				6.		Shared Voting Power   15,762
				7.		Sole Dispositive Power   724,848
				8.		Shared Dispositive Power   15,762
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   740,610
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.		Percent of Class Represented by Amount in Row (9)   7.9%
12.		Type of Reporting Person (See Instructions)   IN

 

 

Page 2 of 11 pages

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CUSIP No. 849431101

 

1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).   The E. Burke Ross, Jr. Descendants GST Insurance Trust
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
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   0
				6.		Shared Voting Power   0
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   0
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   148,605
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.		Percent of Class Represented by Amount in Row (9)   1.6%
12.		Type of Reporting Person (See Instructions)   OO

 

 

Page 3 of 11 pages

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CUSIP No. 849431101

 

1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).   The E. Burke Ross, Jr. Descendants GST Investment Trust 2014
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
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   0
				6.		Shared Voting Power   0
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   0
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   576,243
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.		Percent of Class Represented by Amount in Row (9)   6.1%
12.		Type of Reporting Person (See Instructions)   OO

 

 

Page 4 of 11 pages

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CUSIP No. 849431101

 

1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).   Susan Lutz Ross Family Insurance Trust
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
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   0
				6.		Shared Voting Power   15,762
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   15,762
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   15,762
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.		Percent of Class Represented by Amount in Row (9)   0.2%
12.		Type of Reporting Person (See Instructions)   OO

 

 

Page 5 of 11 pages

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Item 1.

 

(a)

Name of Issuer

 

The

name of the issuer is Spring Bank Pharmaceuticals, Inc.

 

(b)

Address of Issuers Principal Executive Officer

 

The

issuers principal executive offices are located at 86 South Street, Hopkinton MA 01748

Item 2.

 

(a)

Name of Person Filing

 

Peter Lacaillade Jr.

 

The E. Burke Ross, Jr. Desendants GST Insurance Trust

 

The E. Burke Ross, Jr. Descendants GST Investment Trust 2014

 

Susan Lutz Ross Family Insurance Trust

 

(b)

Address of Principal Business Office or, if none, Residence

The principal business address for The E. Burke Ross, Jr. Descendants GST Insurance Trust and The E. Burke Ross, Jr. Descendants GST Investment Trust 2014 is C/O JDJ Family Office Services, PO BOX 962409, Boston, MA 02196.

The principal business address for the Susan Lutz Ross Family Insurance Trust is C/O ADEC Private Equity Investments LLC, 172 S. Ocean Blvd., Palm Beach, FL 33480.

 

(c)

Citizenship

Peter Lacaillade Jr. is a United States citizen.

The E. Burke Ross, Jr. Descendants GST Insurance Trust and The E. Burke Ross, Jr. Descendants GST Investment Trust 2014 are Delaware trusts.

The Susan Lutz Ross Family Insurance Trust is a Delaware trust.

 

(d)

Title of Class of Securities

Common Stock, $0.0001 per share (the Common Stock)

 

(e)

CUSIP Number

849431101

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

¨     Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

¨     Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

¨     Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

¨     Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

¨     An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

¨     An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

¨     A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

¨     A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

¨     A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment          Company Act of 1940 (15 U.S.C. 80a-3);

 

Page 6 of 11 pages

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(j)

¨     Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

The information required by Items 4(a) (c) is set forth in Rows (5)(11) on the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The Issuers Quarterly Report on Form 10-K for the quarter ended September 30, 2016, filed on October 28, 2016, indicates that as of October 27, 2016, the Issuer had 7,767,981 shares of common stock outstanding and the Issuers Current Report on Form 8-K, filed on November 21, 2016, states that the Issuer has issued and sold an aggregate of 1,644,737 additional shares of common stock. The percentages set forth in Row (11) of the cover page for each Reporting Person is based on these numbers, and the shares of common stock reported for the E. Burke Ross Jr. Descendants GST Investment Trust 2014 includes 26,455 shares of common stock underlying warrants.

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.

Not applicable

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 See Item 2 (a)-(c)

Not applicable

Item 9. Notice of Dissolution of Group

Not applicable

Item 10. Certification

Each of the Reporting Persons hereby makes the following Certification:

 

 

Page 7 of 11 pages

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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.

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.

 

 

Page 8 of 11 pages

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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.

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.

THE E. BURKE ROSS, JR. DESCENDANTS GST INSURANCE TRUST

 

 

Page 9 of 11 pages

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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.

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.

THE E. BURKE ROSS, JR. DESCENDANTS GST INVESTMENT TRUST 2014

 

 

Page 10 of 11 pages

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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.

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.

SUSAN LUTZ ROSS FAMILY INSURANCE TRUST

 

 

Page 11 of 11 pages