Filing Details
- Accession Number:
- 0001193125-18-041084
- Form Type:
- 13G Filing
- Publication Date:
- 2018-02-13 06:06:02
- Filed By:
- Lumira Capital Investment Management Inc.
- Company:
- G1 Therapeutics Inc. (NASDAQ:GTHX)
- Filing Date:
- 2018-02-13
- 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 |
|---|---|---|---|---|---|---|
| Lumira Capital II | 0 | 1,422,776 | 0 | 1,422,776 | 1,422,776 | 5.011% |
| Lumira Capital II (International) | 0 | 131,561 | 0 | 131,561 | 131,561 | 0.463% |
| Lumira Capital GP | 0 | 1,554,337 | 0 | 1,554,337 | 1,554,337 | 5.474% |
| Lumira GP Inc | 0 | 1,554,337 | 0 | 1,554,337 | 1,554,337 | 5.474% |
| Lumira GP Holdings Co | 0 | 1,554,337 | 0 | 1,554,337 | 1,554,337 | 5.474% |
| Lumira Capital Investment Management Inc | 0 | 1,554,337 | 0 | 1,554,337 | 1,554,337 | 5.474% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
G1 Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
3621LQ109
(CUSIP Number)
December 31, 2017
(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 persons 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. 3621LQ109 | Schedule 13G | Page 2 of 12 |
| 1 | NAMES OF REPORTING PERSONS
Lumira Capital II, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,422,776 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,422,776 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,422,776 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.011% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP NO. 3621LQ109 | Schedule 13G | Page 3 of 12 |
| 1 | NAMES OF REPORTING PERSONS
Lumira Capital II (International), L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
131,561 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
131,561 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
131,561 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.463% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP NO. 3621LQ109 | Schedule 13G | Page 4 of 12 |
| 1 | NAMES OF REPORTING PERSONS
Lumira Capital GP, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,554,337 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,554,337 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,554,337 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.474% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP NO. 3621LQ109 | Schedule 13G | Page 5 of 12 |
| 1 | NAMES OF REPORTING PERSONS
Lumira GP Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Canada | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,554,337 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,554,337 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,554,337 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.474% | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| CUSIP NO. 3621LQ109 | Schedule 13G | Page 6 of 12 |
| 1 | NAMES OF REPORTING PERSONS
Lumira GP Holdings Co. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Nova Scotia, Canada | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,554,337 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,554,337 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,554,337 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.474% | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| CUSIP NO. 3621LQ109 | Schedule 13G | Page 7 of 12 |
| 1 | NAMES OF REPORTING PERSONS
Lumira Capital Investment Management Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Canada | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,554,337 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,554,337 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,554,337 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.474% | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| CUSIP NO. 3621LQ109 | Schedule 13G | Page 8 of 12 |
| Item 1(a). | Name of Issuer: |
G1 Therapeutics, Inc.
| Item 1(b). | Address of Issuers Principal Executive Offices: |
79 T.W. Alexander Drive
4501 Research Commons, Suite 100
Research Triangle Park, NC 27709
| Item 2(a). | Name of Person Filing: |
This Schedule 13G is jointly filed by (i) Lumira Capital II, L.P., (ii) Lumira Capital II (International), L.P., (iii) Lumira Capital GP, L.P., (iv) Lumira GP Inc., (v) Lumira GP Holdings Co. and (vi) Lumira Capital Investment Management Inc. Lumira Capital GP, L.P., the general partners of which are Lumira GP Inc. and Lumira GP Holdings Co., is the general partner of Lumira Capital II, L.P. and Lumira Capital II (International), L.P., and each of Lumira Capital II, L.P. and Lumira Capital II (International), L.P. is managed by Lumira Capital Investment Management Inc. Therefore, each of Lumira Capital GP, L.P., Lumira GP Inc., Lumira GP Holdings Co. and Lumira Capital Investment Management Inc. may be deemed to beneficially own the shares of the Issuer held by Lumira Capital II, L.P. and Lumira Capital II (International), L.P.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
141 Adelaide Street West, Suite 770, Toronto, Canada M5H 3L5
| Item 2(c). | Citizenship: |
Lumira Capital II, L.P. Ontario, Canada
Lumira Capital II (International), L.P. Ontario, Canada
Lumira Capital GP, L.P. Ontario, Canada
Lumira GP Holdings Co. Nova Scotia, Canada
Lumira GP Inc. - Canada
Lumira Capital Investment Management Inc. - Canada
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.0001 per share
| CUSIP NO. 3621LQ109 | Schedule 13G | Page 9 of 12 |
| Item 2(e). | CUSIP No.: |
3621LQ109
| 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 |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | ||
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
| (e) | ☐ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | ||
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). | ||
| Item 4. | Ownership |
The information regarding ownership set forth in Rows 5-9 and 11 of each cover page is incorporated herein by reference.
| CUSIP NO. 3621LQ109 | Schedule 13G | Page 10 of 12 |
| Item 5. | Ownership of 5 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 5 percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than 5 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 |
See Item 2(a) above.
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable
| Item 9. | Notice of Dissolution of Group |
Not Applicable
| Item 10. | Certifications |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| CUSIP NO. 3621LQ109 | Schedule 13G | Page 11 of 12 |
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.
| LUMIRA CAPITAL II, L.P. | ||||||
| BY: LUMIRA CAPITAL GP, L.P., | ||||||
| ITS GENERAL PARTNER | ||||||
| BY: LUMIRA GP INC. | ||||||
| ITS GENERAL PARTNER | ||||||
| Date: February 13, 2018 | By: | /s/ Vasco Larcina | ||||
| Name: | Vasco Larcina | |||||
| Title: | VP Finance | |||||
| LUMIRA CAPITAL II (INTERNATIONAL), L.P. | ||||||
| BY: LUMIRA CAPITAL GP, L.P., | ||||||
| ITS GENERAL PARTNER | ||||||
| BY: LUMIRA GP INC. | ||||||
| ITS GENERAL PARTNER | ||||||
| Date: February 13, 2018 | By: | /s/ Vasco Larcina | ||||
| Name: | Vasco Larcina | |||||
| Title: | VP Finance | |||||
| LUMIRA CAPITAL GP, L.P. | ||||||
| BY: LUMIRA GP INC., | ||||||
| ITS GENERAL PARTNER | ||||||
| Date: February 13, 2018 | By: | /s/ Vasco Larcina | ||||
| Name: | Vasco Larcina | |||||
| Title: | VP Finance | |||||
| LUMIRA GP INC. | ||||||
| Date: February 13, 2018 | By: /s/ | Vasco Larcina | ||||
| Name: | Vasco Larcina | |||||
| Title: | VP Finance | |||||
| CUSIP NO. 3621LQ109 | Schedule 13G | Page 12 of 12 |
| LUMIRA GP HOLDINGS CO. | ||||||
| Date: February 13, 2018 | By: | /s/ Vasco Larcina | ||||
| Name: | Vasco Larcina | |||||
| Title: | VP Finance | |||||
| LUMIRA CAPITAL INVESTMENT MANAGEMENT INC. | ||||||
| Date: February 13, 2018 | By: | /s/ Vasco Larcina | ||||
| Name: | Vasco Larcina | |||||
| Title: | VP Finance | |||||
EXHIBIT INDEX
| Exhibit 1 | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |