Filing Details
- Accession Number:
- 0001564590-17-001531
- Form Type:
- 13G Filing
- Publication Date:
- 2017-02-14 16:16:08
- Filed By:
- Hunter F Neal
- Company:
- Novan Inc.
- Filing Date:
- 2017-02-14
- SEC Url:
- 13G 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 |
|---|---|---|---|---|---|---|
| F. Neal Hunter | 1,073,789 | 478,280 | 1,073,789 | 478,280 | 1,552,069 | 9.7% |
| T.D.H. One | 239,140 | 239,140 | 239,140 | 1.5% | ||
| T.D.H. Two | 239,140 | 239,140 | 239,140 | 1.5% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Novan, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
66988N106
(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)
☒ 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).
SCHEDULE 13G
| CUSIP No. 66988N106 |
| Page 2 of 8 |
| (1) | Names of reporting persons
F. Neal Hunter | ||
| (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 of America | ||
| Number of | (5) | Sole voting power
1,073,789 (1) | |
| shares beneficially owned by | (6) | Shared voting power
478,280 | |
| each reporting person | (7) | Sole dispositive power
1,073,789 (1) | |
| with: | (8) | Shared dispositive power
478,280 | |
| (9) | Aggregate amount beneficially owned by each reporting person
1,552,069 (1) | ||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | ||
| (11) | Percent of class represented by amount in Row (9)
9.7% (2) | ||
| (12) | Type of reporting person (see instructions)
IN | ||
|
| (1) | Includes options to purchase 30,159 shares of Common Stock exercisable within 60 days of December 31, 2016. |
|
| (2) | Based upon 15,938,659 shares of common stock outstanding as of November 10, 2016, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on November 14, 2016. |
SCHEDULE 13G
| CUSIP No. 66988N106 |
| Page 3 of 8 |
| (1) | Names of reporting persons
T.D.H. One, LLC | ||
| (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
North Carolina | ||
| Number of | (5) | Sole voting power
- 0 - | |
| shares beneficially owned by | (6) | Shared voting power
239,140 | |
| each reporting person | (7) | Sole dispositive power
- 0 - | |
| with: | (8) | Shared dispositive power
239,140 | |
| (9) | Aggregate amount beneficially owned by each reporting person
239,140 | ||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | ||
| (11) | Percent of class represented by amount in Row (9)
1.5% (1) | ||
| (12) | Type of reporting person (see instructions)
OO (limited liability company) | ||
|
| (1) | Based upon 15,938,659 shares of common stock outstanding as of November 10, 2016, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on November 14, 2016. |
SCHEDULE 13G
| CUSIP No. 66988N106 |
| Page 4 of 8 |
| (1) | Names of reporting persons
T.D.H. Two, LLC | ||
| (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
North Carolina | ||
| Number of | (5) | Sole voting power
- 0 - | |
| shares beneficially owned by | (6) | Shared voting power
239,140 | |
| each reporting person | (7) | Sole dispositive power
- 0 - | |
| with: | (8) | Shared dispositive power
239,140 | |
| (9) | Aggregate amount beneficially owned by each reporting person
239,140 | ||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | ||
| (11) | Percent of class represented by amount in Row (9)
1.5% (1) | ||
| (12) | Type of reporting person (see instructions)
OO (limited liability company) | ||
|
| (1) | Based upon 15,938,659 shares of common stock outstanding as of November 10, 2016, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on November 14, 2016. |
Item 1.
| (a) | Name of Issuer: |
Novan, Inc.
| (b) | Address of Issuer’s Principal Executive Offices: |
4105 Hopson Road, Morrisville, North Carolina 27560
Item 2
| (a) | Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
|
| 1. | F. Neal Hunter; |
|
| 2. | T.D.H. One, LLC; and |
|
| 3. | T.D.H. Two, LLC. |
| (b) | Address of Principal Business Office or, if none, Residence: |
The address of each Reporting Person is c/o Novan, Inc., 4105 Hopson Road, Morrisville, North Carolina 27560
| (c) | Citizenship: |
Mr. Hunter is a citizen of the United States. Each of T.D.H. One, LLC and T.D.H. Two, LLC is organized under the laws of North Carolina.
| (d) | Title of Class of Securities: |
Common Stock, $0.0001 par value (“Common Stock”)
| (e) | CUSIP Number: |
66988N106
| Item 3. | If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not Applicable.
| Item 4. | Ownership. |
(a)-(c)
The ownership information presented below represents beneficial ownership of shares of Common Stock of the Issuer as of December 31, 2016, based upon 15,938,659 shares of common stock outstanding as of November 10, 2016, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on November 14, 2016.
| Reporting Person |
| Amount beneficially owned |
|
| Percent of class: |
|
| Sole power to vote or to direct the vote: |
|
| Shared power to vote or to direct the vote: |
|
| Sole power to dispose or to direct the disposition of: |
|
| Shared power to dispose or to direct the disposition of: |
| ||||||
| F. Neal Hunter |
|
| 1,552,069 |
|
|
| 9.7 | % |
|
| 1,073,789 |
|
|
| 478,280 |
|
|
| 1,073,789 |
|
|
| 478,280 |
|
| T.D.H. One, LLC |
|
| 239,140 |
|
|
| 1.5 | % |
|
| 0 |
|
|
| 239,140 |
|
|
| 0 |
|
|
| 239,140 |
|
| T.D.H. Two, LLC |
|
| 239,140 |
|
|
| 1.5 | % |
|
| 0 |
|
|
| 239,140 |
|
|
| 0 |
|
|
| 239,140 |
|
T.D.H. One, LLC and T.D.H. Two, LLC are each the record holder of 239,140 shares of Common Stock. Mr. Hunter is the manager, majority equity holder, and has sole voting and investment power over the shares held by T.D.H. One, LLC and T.D.H. Two, LLC. As result, Mr. Hunter may be deemed to share beneficial ownership of the shares held of record by T.D.H. One, LLC and T.D.H. Two, LLC.
In addition, Mr. Hunter is the record holder of 1,073,789 shares of common stock, which includes options to purchase 30,159 shares of Common Stock exercisable within 60 days of December 31, 2016.
| 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 or Control Person. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certifications. |
Not Applicable.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
| Dated: February 14, 2017 |
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| T.D.H. ONE, LLC |
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| By: | /s/ F. Neal Hunter | ||||
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| Name: | F. Neal Hunter |
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| Title: | Manager |
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| T.D.H. TWO, LLC |
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| By: | /s/ F. Neal Hunter | ||||
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| Name: | F. Neal Hunter |
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| Title: | Manager |
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LIST OF EXHIBITS
| Exhibit No. |
| Description |
| 99 |
| Joint Filing Agreement. |