Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Apollo Endosurgery, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

03767D 108

(CUSIP Number)

Peter Haahr

Novo Holdings A/S

(formerly known as Novo 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 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 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.: 03767D 108

 

1.		Name of Reporting Person:   Novo Holdings A/S (formerly known as Novo 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:   1,290,193
				8.		Shared Voting Power:   0
				9.		Sole Dispositive Power:   1,290,193
				10.		Shared Dispositive Power:   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person:   1,290,193
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares:  ☐
13.		Percent of Class Represented By Amount In Row (11):   7.5% (1)
14.		Type of Reporting Person:   CO

 

(1)	Based upon 17,240,663 shares of common stock outstanding as reported in the Issuers prospectus (Form 424B5) filed with the Securities and Exchange Commission (the Commission) on July 21, 2017 (including the underwriters option to purchase up to an additional 853,363 shares of common stock).

 

2

---

This amendment (Amendment No. 2) amends the Schedule 13D originally filed with the Commission on January 4, 2017, as subsequently amended by Amendment No. 1 filed with the Commission on March 3, 2017 (collectively, the Schedule) to update the directors and executive officers of the Reporting Person on Schedule I, to report a decrease in beneficial ownership of common stock of the Issuer held by Novo Holdings A/S resulting from the sale of shares by Novo Holdings A/S and from an increase in the Issuers common stock outstanding. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule.

 

Item 2.

Identity and Background

Item 2 of the Schedule is amended and replaced in its entirety as follows:

 

(a)

The reporting person is Novo Holdings A/S (Novo Holdings A/S), a Danish limited liability company that is wholly owned by Novo Nordisk Fonden (the Foundation), a Danish commercial foundation. Novo A/S changed its name to Novo Holdings A/S on June 23, 2017. Novo Holdings A/S is the holding company in the group of Novo companies (currently comprised of Novo Nordisk A/S, Novozymes A/S and NNIT A/S) and is responsible for managing the Foundations assets, including its financial assets. Based on the governance structure of Novo Holdings A/S and the Foundation, the Foundation is not deemed to have any beneficial ownership of the securities of the Issuer held by Novo Holdings A/S.

The name of each director and executive officer of both Novo Holdings A/S and the Foundation is set forth on Schedule I to this Amendment No. 2.

 

(b)	The business address of both Novo Holdings A/S and the Foundation is Tuborg Havnevej 19, 2900 Hellerup, Denmark.

The residence or business address of each director and executive officer of both Novo Holdings A/S and the Foundation is set forth on Schedule I to this Amendment No. 2.

 

(c)	Novo Holdings A/S manages the Foundations assets, provides seed and venture capital to development stage companies and invests in well-established companies within the life science and biotechnology sector.

The Foundation is a Danish self-governing and profit-making foundation, whose objectives are to provide a stable basis for commercial and research activities undertaken by the group of Novo companies and to support scientific, humanitarian and social purposes through grants.

 

(d)	Within the last five years, neither Novo Holdings A/S, the Foundation, nor any person named in Schedule I has been convicted in any criminal proceedings.

 

(e)

Within the last five years, neither Novo Holdings A/S, the Foundation, nor any person named in Schedule I was 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 5.

Interest in Securities of the Issuer

Item 5(b) of the Schedule is amended and replaced in its entirety as follows:

 

(a)

Novo Holdings A/S beneficially owns an aggregate of 1,290,193 shares of the Issuers common stock (the Novo Shares), representing approximately 7.5% of the outstanding shares of common stock of the Issuer, based upon 17,240,663 shares of common stock outstanding as reported in the Issuers prospectus (Form 424B5) filed with the Commission on July 21, 2017 (including the underwriters option to purchase up to an additional 853,363 shares of common stock).

 

3

---

Item 5(b) of the Schedule is amended and replaced in its entirety as follows:

(b)    Novo Holdings A/S is a Danish limited liability company wholly owned by the Novo Nordisk Foundation. Novo Holdings A/S, through its Board of Directors (the Novo Board), has the sole power to vote and dispose of the 1,290,193 shares of common stock beneficially owned by Novo Holdings A/S (the Novo Shares). The Novo Board, currently comprised of Sten Scheibye, Goran Ando, Jeppe Christiansen, Steen Riisgaard, Lars Rebien Sorensen and Per Wold-Olsen, may exercise voting and dispositive control over the Novo Shares only with the support of a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Novo Shares. Except as described in this Amendment No. 2, neither the Foundation, Novo Holdings A/S nor their respective directors or executive officers has the power to direct the vote as to, or the disposition of the Novo Shares.

Item 5(c) of the Schedule is supplemented as follows:

(c) On May 10, 2017, Novo Holdings A/S sold 1,500 shares of the Issuers common stock in the open market through a brokers transaction at a weighted average price of $5.74 per share.

On May 11, 2017, Novo Holdings A/S sold 103,500 shares of the Issuers common stock in the open market through a brokers transaction at a weighted average price of $5.62 per share.

On June 24, 2017, Novo Holdings A/S sold 17,200 shares of the Issuers common stock in the open market through a brokers transaction at a weighted average price of $6.83 per share.

On June 25, 2017, Novo Holdings A/S sold 24,504 shares of the Issuers common stock in the open market through a brokers transaction at a weighted average price of $6.96 per share.

On June 26, 2017, Novo Holdings A/S sold 8,426 shares of the Issuers common stock in the open market through a brokers transaction at a weighted average price of $6.84 per share.

On June 27, 2017, Novo Holdings A/S sold 11,649 shares of the Issuers common stock in the open market through a brokers transaction at a weighted average price of $7.06 per share.

 

4

---

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: July 27, 2017				Novo Holdings A/S
				/s/ Peter Haahr
				By:		Peter Haahr
				Its:		Chief Financial Officer

---

Schedule I

Information regarding each director and executive officer of both Novo Holdings A/S and the Novo Nordisk Foundation is set forth below.

 

Novo Holdings A/S
Name, Title at Novo Holdings A/S		Address		Principal Occupation		Citizenship
Sten Scheibye Chairman of the Board		Rungsted Strandvej 197C 2960 Rungsted Kyst Denmark		Professional Board Director		Denmark
Göran Ando Director		Essex Woodlands Berkeley Square House Berkeley Square London, W1J 6BD United Kingdom		Self-employed Professional Board Director		Sweden
Jeppe Christiansen Director		Kollemose 37 2830 Virum Denmark		Chief Executive Officer Fondsmaeglerselskabet Maj Invest A/S		Denmark
Steen Riisgaard Director		Hestetangsvej 155 3520 Farum Denmark		Professional Board Director		Denmark
Per Wold-Olsen Director		T7B22 Favray Court Tigne Point TP01 Malta		Professional Board Director		Norway
Lars Rebien Sørensen, Director		Søllerødvej 83 2840 Holte Denmark		Professional Board Director		Denmark
Kasim Kutay Chief Executive Officer of Novo Holdings A/S		Bredgade 63, 3.th. 1260 Copenhagen K Denmark		Chief Executive Officer of Novo Holdings A/S		British
Peter Haahr Chief Financial Officer of Novo Holdings A/S		Ordrup Have 21 2900 Charlottenlund Denmark		Chief Financial Officer of Novo Holdings A/S		Denmark
Thomas Dyrberg Managing Partner-Ventures		Bengtasvej 9a 2900 Hellerup Denmark		Managing Partner-Ventures of Novo Holdings A/S		Denmark
Michael Shalmi Managing Partner Large Investments		Stigårdsvej 4 2900 Hellerup Denmark		Head of Large Investments, Novo Holdings A/S		Denmark
Dorte Barlebo Madsen Head of People & Organisation,		Hoffmeyersvej 13 2000 Frederiksberg Denmark		Head of People & Organisation, Novo Holdings A/S		Denmark
Morten Beck Jørgensen Managing Director, Novo Financial Investments		Ellesøpark 20, 2950 Vedbæk Denmark		Managing Director, Novo Holdings A/S Financial Investments		Denmark
Søren Møller Managing Partner, Novo Seeds		Ved Furesøen 9 2840 Holte Denmark		Managing Partner, Novo Seeds, Novo Holdings A/S		Denmark

---

Novo Nordisk Foundation
Name, Title at Novo Nordisk Foundation		Address		Principal Occupation		Citizenship
Sten Scheibye Chairman of the Board		Rungsted Strandvej 197C 2960 Rungsted Kyst Denmark		Professional Board Director		Denmark
Bo Ahrén Director		Merkuriusgatan 11 S-224 57 Lund Sweden		Professor of Medicine and Vice Chancellor, Lund University Lund, Sweden		Sweden
Lars Rebien Sørensen Director		Søllerødvej 83 Søllerød 2840 Holte Denmark		Professional Board Director		Denmark
Lars Fugger Director		Staunton Road 72 OX3 7TP Great Britain		Professor, John Radcliffe Hospital University of Oxford, Oxford, Great Britain		Denmark
Anne Marie Kverneland Director		Nybrovej 216 2800 Kgs. Lyngby Denmark		Laboratory Technician Novo Nordisk A/S		Denmark
Lars Bo Køppler Director		Anemonevej 7 3550 Slangerup Denmark		Technician Novozymes A/S		Denmark
Désirée J. Asgreen Director		Strandhaven 105 2665 Vallensbæk Strand Denmark		Project Director Novo Nordisk A/S		Denmark
Marianne Philip Director		Tranegårdsvej 5 2900 Hellerup Denmark		Attorney		Denmark
Steen Riisgaard Vice Chairman of the Board		Hestetangsvej 155 3520 Farum Denmark		Professional Board Director		Denmark
Birgitte Nauntofte Chief Executive Officer		Engbakkevej 24 2920 Charlottenlund Denmark		Chief Executive Officer Novo Nordisk Foundation		Denmark