Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

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

 

(Date of Event Which Requires Filing of this Statement)

If thefiling person has previously filed a statement on Schedule 13G to reportthe acquisitionthat is the subject ofthis Schedule 13D, andis filing thisschedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), checkthefollowingbox.o

 

* 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).

 

 

 

*  This calculation is based on 74,772,103 shares of Common Stock, par value $0.001 per share, outstanding as of August 1, 2017, as reported by the Issuer on its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2017, filed by the Issuer with the Securities and Exchange Commission on August 3, 2017.

 

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*  This calculation is based on 74,772,103 shares of Common Stock, par value $0.001 per share, outstanding as of August 1, 2017, as reported by the Issuer on its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2017, filed by the Issuer with the Securities and Exchange Commission on August 3, 2017.

 

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Explanatory Note

 

This Amendment No. 1 (the Amendment No. 1) amends the statement on Schedule 13D originally filed by the Reporting Persons on February 12, 2016.  The Items below amend the information disclosed under the corresponding Item of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.

 

This Amendment No. 1 is being filed by the Reporting Persons primarily to report that they no longer beneficially own more than 5% of the Issuers outstanding Common Stock.

 

Item 5. Interest in Securities of the Issuer

 

Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

 

(a) As of the date hereof, the Reporting Persons may be deemed, for purposes of Rule 13d-3 of the Act, directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the shares of Common Stock described in Item 3 above. NIBRI is a wholly-owned indirect subsidiary of Novartis.

 

Based on the 74,772,103 shares of the Issuers common stock outstanding as of August 1, 2017, according to the Issuers Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2017, filed by the Issuer with the Securities and Exchange Commission on August 3, 2017, the Common Stock held by the Reporting Persons constituted 4.44% of the outstanding shares of Common Stock of the Issuer as of that date.

 

Novartis, as the parent company of NIBRI, may be deemed to beneficially own all of the shares of Common Stock held directly by NIBRI.

 

Item 5(b) of the Schedule 13D is hereby amended to delete the last paragraph thereof, as Dr. Perry is no longer employed by Novartis.

 

Item 5(e) of the Schedule 13D is hereby amended and restated in its entirety to read as follows.

 

(e) The Reporting Persons determined that they were no longer beneficial owners of more than 5% of the Common Stock based on the 74,173,484 shares of Common Stock the Issuer reported as outstanding as of December 12, 2016, according to the Issuers Annual Report on Form 10-K for the fiscal year ended September 30, 2016, filed by the Issuer with the Securities and Exchange Commission on December 14, 2016.

 

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Item 7. Material to be Filed as Exhibits

 

EXHIBIT		DOCUMENT
1		Joint Filing Agreement dated November 28, 2017 among the Reporting Persons.
2		Asset Purchase and Exclusive License Agreement between Arrowhead Research Corporation and Novartis Institutes for Biomedical Research, Inc., dated March 3, 2015 (incorporated by reference to Exhibit 2.1 to the Issuers Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015, as filed with the Securities and Exchange Commission on May 11, 2015).

 

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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.

 

Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached statement is filed on behalf of each of them.

 

Dated: November 28, 2017

 

	NOVARTIS INSTITUTES FOR BIOMEDICAL RESEARCH, INC.
	By:	/s/ Revathi Rammohan
		Name:	Revathi Rammohan
		Title:	Chief Financial Officer
	NOVARTIS AG
	By:	/s/ Daniel Weiss
		Name:	Daniel Weiss
		Title:	Authorized Signatory
	By:	/s/ Christian Rehm
		Name:	Christian Rehm
		Title:	Authorized Signatory

 

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EXHIBIT INDEX

 

EXHIBIT		DESCRIPTION
1		Joint Filing Agreement dated November 28, 2017 among the Reporting Persons
2		Asset Purchase and Exclusive License Agreement between Arrowhead Research Corporation and Novartis Institutes for Biomedical Research, Inc., dated March 3, 2015 (incorporated by reference to Exhibit 2.1 to the Issuers Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015, as filed with the Securities and Exchange Commission on May 11, 2015).

 

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