Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 4)* 

 

 

Juno Therapeutics, Inc.

(Name of Issuer)

 

Common Stock, $0.0001 par value

(Title of Class of Securities)

 

48205A109

(CUSIP Number)

 

Mark J. Alles

Chief Executive Officer

Celgene Corporation

86 Morris Avenue

Summit, New Jersey 07901

(908) 673-9000

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

 

March 24, 2017

(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 the subject of this Schedule 13D, and is filing this schedule 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 for other parties to whom copies are to be sent.

 

 

*

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 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 (“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 13D

 

CUSIP No. 48205A109

 

1		Name of reporting person:   CELGENE SWITZERLAND LLC
2		Check the appropriate box if a member of a group* (a)  ¨        (b)  x
3		SEC use only
4		Source of funds*       WC
5		Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6		Citizenship or place of organization       Delaware, U.S.A.

Number of shares beneficially owned by each reporting person with		7		Sole voting power       -0-
		8		Shared voting power       10,350,833
		9		Sole dispositive power       -0-
		10		Shared dispositive power       10,350,833

11		Aggregate amount beneficially owned by each reporting person      10,350,833
12		Check box if the aggregate amount in Row (11) excludes certain shares*    ¨
13		Percent of class represented by amount in Row (11)       9.7% (1)
14		Type of reporting person*       OO

 

(1)

The percentage ownership interest is determined based on 106,108,113 shares of Common Stock outstanding as of March 24, 2017, which includes (i) 106,032,545 shares of Common Stock outstanding as of March 23, 2017 as reported by Juno Therapeutics, Inc. to Celgene and (ii) 75,568 shares of Common Stock issued by Juno Therapeutics, Inc. to Celgene on March 24, 2017 as described in this Schedule 13D.

 

  

CUSIP No. 48205A109

 

1		Name of reporting person:   CELGENE CORPORATION
2		Check the appropriate box if a member of a group* (a)  ¨        (b)  x
3		SEC use only
4		Source of funds*       WC
5		Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6		Citizenship or place of organization       Delaware, U.S.A.

Number of shares beneficially owned by each reporting person with		7		Sole voting power       -0-
		8		Shared voting power       10,350,833
		9		Sole dispositive power       -0-
		10		Shared dispositive power       10,350,833

11		Aggregate amount beneficially owned by each reporting person      10,350,833
12		Check box if the aggregate amount in Row (11) excludes certain shares*    ¨
13		Percent of class represented by amount in Row (11)      9.7% (1)
14		Type of reporting person*       CO

 

(1)

The percentage ownership interest is determined based on 106,108,113 shares of Common Stock outstanding as of March 24, 2017, which includes (i) 106,032,545 shares of Common Stock outstanding as of March 23, 2017 as reported by Juno Therapeutics, Inc. to Celgene and (ii) 75,568 shares of Common Stock issued by Juno Therapeutics, Inc. to Celgene on March 24, 2017 as described in this Schedule 13D.

 

 

This Amendment No. 4 amends the Schedule 13D (the “Schedule 13D”) filed with the Securities and Exchange Commission (the “Commission”) on July 8, 2015, as amended by Amendment No. 1 filed with the Commission on August 4, 2015, Amendment No. 2 filed with the Commission on December 21, 2015, and Amendment No. 3 filed with the Commission on March 29, 2016, with respect to common stock, par value $0.0001 per share (“Common Stock”), of Juno Therapeutics, Inc., a Delaware corporation (“Juno”). Capitalized terms used, but not defined herein, have the meanings ascribed to them in the Schedule 13D.

 

Item 1.

Security and Issuer.

 

No modification.

 

Item 2.

Identity and Background.

 

Item 2 is hereby amended and supplemented by adding the Schedule A hereto. During the past five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and supplemented by adding the following:

 

Celgene Switzerland made the March 2017 Purchase (as defined in Item 4) with working capital of Celgene Switzerland set aside for the general purpose of investing.

 

Item 4.

Purpose of Transaction.

 

Item 4 is hereby amended and supplemented by adding the following:

 

March 2017 Purchase

 

On March 24, 2017, Celgene Switzerland purchased an aggregate of 75,568 shares of Common Stock from Juno for an aggregate purchase price of $1,691,831.50, or $22.3882 per share, for investment purposes (the “March 2017 Purchase”). The March 2017 Purchase was effected under section 2.3(a) of the Purchase Agreement, which is described under “Share Purchase Agreement—First Period Top-Up Rights” in this Item 4.

 

Item 5.

Interest in Securities of the Issuer.

 

Item 5(a)-(c) is hereby amended and restated as follows:

 

(a)-(b) The information contained on the cover pages of this Schedule 13D are incorporated herein by reference.

 

(c) The information contained in Item 4 under “March 2017 Purchase” is incorporated herein by reference. Celgene also acquired beneficial ownership of an additional 75,568 shares of Common Stock due to the March 2017 Purchase.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

No modification.

 

Item 7.

Material to Be Filed as Exhibits.

 

No modification.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

	CELGENE CORPORATION
Date: March 27, 2017	By:	/s/ Peter N. Kellogg
		Peter N. Kellogg
		Executive Vice President and Chief Financial Officer

 

	CELGENE SWITZERLAND LLC
Date: March 27, 2017	By:	/s/ Kevin Mello
		Kevin Mello
		Manager

 

 

SCHEDULE A

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of the Reporting Persons

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of the Reporting Persons are set forth below. The business address of each director and executive officer is c/o 86 Morris Avenue, Summit, New Jersey 07901. Unless otherwise indicated, each director and executive officer is a citizen of the United States.

 

CELGENE CORPORATION — BOARD OF DIRECTORS

 

Name and Position		Present Principal Occupation or Employment
Robert J. Hugin Executive Chairman		Executive Chairman of Celgene Corporation
Mark J. Alles Chief Executive Officer		Chief Executive Officer of Celgene Corporation
Jacqualyn A. Fouse, Ph.D. President and Chief Operating Officer		President and Chief Operating Officer of Celgene Corporation; Director of Dick’s Sporting Goods
Richard W. Barker, D.Phil. Director (Citizen of the United Kingdom)		Director of the Centre for Accelerating Medical Innovations; Chairman of the Health Innovation Network of South London, UK; Chairman of International Health Partners; Chairman of Precision Medicine Catapult plc.
Michael W. Bonney Director		Formerly Chief Executive Officer and a director of Cubist Pharmaceuticals Inc.; Chairman of the Board of Alynylam Pharmaceuticals, Inc.; member of the Board of Directors of Global Blood Therapeutics, Inc.; Trustee of the Tekla complex of life sciences and dedicated funds; Board of Trustee Chair of Bates College
Michael D. Casey Director		Formerly Chairman, President, Chief Executive Officer and a director of Matrix Pharmaceutical, Inc.; Director of Abaxis, Inc.
Carrie S. Cox Director		Chairman of the Board of Directors and Chief Executive Officer of Humacyte, Inc.; member of Board of Directors of Texas Instruments; member of Board of Directors of Cardinal Health, Inc.
Michael A. Friedman, M.D. Director		Emeritus Chief Executive Officer of City of Hope; member of Board of Directors of MannKind Corporation; member of Board of Directors of Smith & Nephew plc; member of the Board of Directors of Intuitive Surgical Inc.; member of Board of Trustees of Tulane University
Julia A. Haller, M.D. Director		Ophthalmologist-in-Chief of the Wills Eye Hospital, Philadelphia, PA; Professor and Chair of the Department of Ophthalmology at Jefferson Medical College of Thomas Jefferson University and Thomas Jefferson University Hospitals
Gilla Kaplan, Ph.D. Director		Director of the Global Health Program, Tuberculosis, at the Bill and Melinda Gates Foundation
James J. Loughlin Director		Formerly National Director of the Pharmaceuticals Practice at KPMG LLP; member of Board of Directors of each of Edge Therapeutics, Inc.
Ernest Mario, Ph.D. Director		Chairman of the Board of each of Capnia, Inc. and Chimerix Inc.; member of the Board of Directors of Tonix Pharmaceutical Holding Corp.

 

 

CELGENE CORPORATION — EXECUTIVE OFFICERS

 

Name		Title
Robert J. Hugin		Executive Chairman
Mark J. Alles		Chief Executive Officer
Jacqualyn A. Fouse, Ph.D.		President and Chief Operating Officer
Peter N. Kellogg		Executive Vice President and Chief Financial Officer
Gerald Masoudi		Executive Vice President, General Counsel and Corporate Secretary
Michael Pehl		President, Hematology & Oncology
Scott A. Smith		President, Inflammation & Immunology
Rupert Vessey		President, Research and Early Development

 

CELGENE SWITZERLAND LLC

 

Name and Position		Present Principal Occupation or Employment
Kevin Mello Director (Citizen of Bermuda)		Manager of Celgene Switzerland LLC