Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

Selecta Biosciences, Inc.

 

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

816212104
(CUSIP Number)

 

DECEMBER 31, 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)

 

¨

Rule 13d-1(c)

 

x

Rule 13d-1(d)

 

*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 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).

 

 

 

CUSIP No. 816212104

 

1.	Name of Reporting Persons Nanodimension Limited Partnership
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   Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power   667,864
	6.	Shared Voting Power   0
	7.	Sole Dispositive Power   667,864
	8.	Shared Dispositive Power   0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   667,864
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9)   3.7%1
12.	Type of Reporting Person (See Instructions)   PN

 

¹ This percentage is calculated based upon 18,190,180 shares of the Issuer’s common stock outstanding as of November 10, 2016, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2016, filed with the Securities and Exchange Commission on November 10, 2016.

 

 

CUSIP No. 05366U100

 

1.	Name of Reporting Persons Nanodimension II, L.P.
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   Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power   350,000
	6.	Shared Voting Power   0
	7.	Sole Dispositive Power   350,000
	8.	Shared Dispositive Power   0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   350,000
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9)   1.9%1
12.	Type of Reporting Person (See Instructions)   PN

 

¹ This percentage is calculated based upon 18,190,180 shares of the Issuer’s common stock outstanding as of November 10, 2016, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2016, filed with the Securities and Exchange Commission on November 10, 2016.

 

 

CUSIP No. 05366U100

 

1.	Name of Reporting Persons Nanodimension Management Limited
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   Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power   702,8641
	6.	Shared Voting Power   0
	7.	Sole Dispositive Power   702,8641
	8.	Shared Dispositive Power   0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   702,8641
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9)   3.9%2
12.	Type of Reporting Person (See Instructions)   CO

 

¹ Consists of (i) 660,857 shares held by Nanodimension Limited Partnership; (ii) 7,007 shares underlying immediately exercisable warrants held by held by Nanodimension Limited Partnership; and (iii) 35,000 shares held by Nanodimension Management Limited directly.

 

² This percentage is calculated based upon 18,190,180 shares of the Issuer’s common stock outstanding as of November 10, 2016, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2016, filed with the Securities and Exchange Commission on November 10, 2016.

 

 

CUSIP No. 05366U100

 

1.	Name of Reporting Persons Nanodimension II Management Limited
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   Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power   350,0001
	6.	Shared Voting Power   0
	7.	Sole Dispositive Power   350,0001
	8.	Shared Dispositive Power   0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   350,0001
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9)   1.9%2
12.	Type of Reporting Person (See Instructions)   CO

 

¹ Consists of 350,000 shares held by Nanodimension II, L.P.

 

² This percentage is calculated based upon 18,190,180 shares of the Issuer’s common stock outstanding as of November 10, 2016, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2016, filed with the Securities and Exchange Commission on November 10, 2016.

 

 

CUSIP No. 05366U100

 

1.	Name of Reporting Persons Jonathan Nicholson
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   Cayman Islands and United Kingdom

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power   0
	6.	Shared Voting Power   1,052,8641
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   1,052,8641

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   1,052,8641
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9)   5.8%2
12.	Type of Reporting Person (See Instructions)   IN

 

¹ Consists of (i) 660,857 shares held by Nanodimension Limited Partnership; (ii) 7,007 shares underlying immediately exercisable warrants held by held by Nanodimension Limited Partnership; (iii) 350,000 shares held by Nanodimension II, L.P.; and (iv) 35,000 shares held by Nanodimension Management Limited.

 

² This percentage is calculated based upon 18,190,180 shares of the Issuer’s common stock outstanding as of November 10, 2016, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2016, filed with the Securities and Exchange Commission on November 10, 2016.

 

 

CUSIP No. 05366U100

 

1.	Name of Reporting Persons Richard Coles
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   Cayman Islands and United Kingdom

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power   0
	6.	Shared Voting Power   1,052,8641
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   1,052,8641

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   1,052,8641
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9)   5.8%2
12.	Type of Reporting Person (See Instructions)   IN

 

¹ Consists of (i) 660,857 shares held by Nanodimension Limited Partnership; (ii) 7,007 shares underlying immediately exercisable warrants held by held by Nanodimension Limited Partnership; (iii) 350,000 shares held by Nanodimension II, L.P.; and (iv) 35,000 shares held by Nanodimension Management Limited.

 

² This percentage is calculated based upon 18,190,180 shares of the Issuer’s common stock outstanding as of November 10, 2016, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2016, filed with the Securities and Exchange Commission on November 10, 2016.

 

 

Item 1.

(a)

Name of Issuer

Selecta Biosciences, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices

480 Arsenal Way

Watertown, MA 02472

 

Item 2.

(a)

Name of Person Filing

Nanodimension Limited Partnership

Nanodimension II, L.P.

Nanodimension Management Limited

Nanodimension II Management Limited

Jonathan Nicholson

Richard Coles

 

(b)

Address of Principal Business Office or, if none, Residence

c/o Nanodimension Management Limited

Governor's Square, Unit 3-213-6

23 Lime Tree Bay Ave

Grand Cayman, Cayman Islands KY1-1302

 

(c)

Citizenship

Nanodimension Limited Partnership is a Cayman Islands partnership

Nanodimension II, L.P. is a Cayman Islands partnership

Nanodimension Management Limited is a Cayman Islands corporation

Nanodimension II Management Limited is a Cayman Islands corporation

Jonathan Nicholson is a citizen of the Cayman Islands and United Kingdom

Richard Coles is a citizen of the Cayman Islands and United Kingdom

 

(d)

Title of Class of Securities

Common Stock

 

(e)

CUSIP Number

816212104

 

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:

 

Not applicable.

 

Item 4.

Ownership

 

(a)

Amount Beneficially Owned: See the responses to Item 9 on the attached cover pages.

(b)

Percent of Class: See the responses to Item 11 on the attached cover pages.

 

 

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: See the responses to Item 6 on the attached cover pages.

(ii)

Shared power to vote or to direct the vote: See the responses to Item 6 on the attached cover pages.

(iii)

Sole power to dispose or to direct the disposition of: See the responses to Item 6 on the attached cover pages.

(iv)

Shared power to dispose or to direct the disposition of: See the responses to Item 6 on the attached cover pages.

 

Item 5.

Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

 

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 or Control Person

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9.

Notice of Dissolution of a Group

 

Not applicable.

 

Item 10.

Certification

 

Not applicable.

 

 

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: February 14, 2017

 

Nanodimension Limited Partnership
By:	Nanodimension Management Limited
Its:	General Partner
By:	/s/ Jonathan Nicholson
	Name:	Jonathan Nicholson
	Title:	Director
Nanodimension II, L.P.
By:	Nanodimension II GP Limited Partnership
Its:	General Partner
By:	Nanodimension II Management Limited
Its:	General Partner
By:	/s/ Jonathan Nicholson
	Name:	Jonathan Nicholson
	Title:	Director
Nanodimension Management Limited
By:	/s/ Jonathan Nicholson
	Name:	Jonathan Nicholson
	Title:	Director
Nanodimension II Management Limited
By:	/s/ Jonathan Nicholson
	Name:	Jonathan Nicholson
	Title:	Director
/s/ Jonathan Nicholson
	Jonathan Nicholson
/s/ Richard Coles
	Richard Coles

 

 

Exhibit A

Joint Filing Agreement

 

The undersigned hereby agree that this Schedule 13G (the “Schedule 13G”) with respect to the common stock of Selecta Biosciences, Inc. is, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that all subsequent amendments to the Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate. It is understood and agreed that the joint filing of the Schedule 13G shall not be construed as an admission that the persons named herein constitute a group for purposes of Regulation 13D-G of the Exchange Act, nor is a joint venture for purposes of the Investment Company Act of 1940.

 

Nanodimension Limited Partnership
By:	Nanodimension Management Limited
Its:	General Partner
By:	/s/ Jonathan Nicholson
	Name:	Jonathan Nicholson
	Title:	Director
Nanodimension II, L.P.
By:	Nanodimension II GP Limited Partnership
Its:	General Partner
By:	Nanodimension II Management Limited
Its:	General Partner
By:	/s/ Jonathan Nicholson
	Name:	Jonathan Nicholson
	Title:	Director
Nanodimension Management Limited
By:	/s/ Jonathan Nicholson
	Name:	Jonathan Nicholson
	Title:	Director
Nanodimension II Management Limited
By:	/s/ Jonathan Nicholson
	Name:	Jonathan Nicholson
	Title:	Director
/s/ Jonathan Nicholson
	Jonathan Nicholson
/s/ Richard Coles
	Richard Coles