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Filing Details

Accession Number:: 0001638599-19-001057
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-12-20 17:16:35
Reporting Period:: 2019-12-20

Accepted Time:: 2019-12-20 17:16:35
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1404644	Neoleukin Therapeutics Inc.	NLTX	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1087939	Julian Baker	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	No	No
1087940	Felix Baker	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	No	No
1263508	Baker Bros. Advisors Lp	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	No	No
1363364	Baker Brothers Life Sciences Lp	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	No	No
1551139	667, L.p.	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	No	No
1580575	Baker Bros. Advisors (Gp) Llc	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2019-12-20	250,037	$8.40	1,450,557	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2019-12-20	2,767,505	$8.40	12,872,664	No	4	P	Indirect	See Footnotes
Common Stock	Disposition	2019-12-20	1,160,148	$0.00	290,409	No	4	D	Indirect	See Footnotes
Common Stock	Disposition	2019-12-20	9,765,333	$0.00	3,107,331	No	4	D	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	D	Indirect	See Footnotes
No	4	D	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Pre-funded Warrants	Acquisiton	2019-12-20	1,160,148	$0.00	1,160,148	$0.00
Common Stock	Pre-funded Warrants	Acquisiton	2019-12-20	9,765,333	$0.00	1,160,148	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,161,048			No	4	A	Indirect
9,765,333			No	4	A	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	2,260	Direct
Common Stock	2,260	Direct

Footnotes

Common stock ("Common Stock") of Neoleukin Therapeutics, Inc. (the "Issuer") held directly by Felix J. Baker received from in-kind pro rata distributions without consideration.
Common Stock held directly by Julian C. Baker received from in-kind pro rata distributions without consideration.
667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") purchased 250,037 and 2,767,505 shares of Common Stock, respectively, for $8.40 per share in an underwritten public offering (the "Offering") that closed on December 20, 2019.
After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock of the Issuer reported in column 5 of Table I directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
667 and Life Sciences entered into an exchange agreement on December 17, 2019 with the Issuer (the "Exchange Agreement") pursuant to which on a 1 for 1 basis they exchanged 1,160,148 and 9,765,333 shares of Common Stock, respectively, for non-voting pre-funded warrants ("Pre-funded warrants") with an exercise price of $0.000001 per share. The Pre-funded warrants have no expiration date and are exercisable immediately, to the extent that after giving effect to such exercise the holders thereof and their affiliates would beneficially own, for purposes of Rule 13d-3 under the Securities Act of 1934, as amended, no more than 9.99% of the outstanding shares of Common Stock (the "Beneficial Ownership Limitation").
By written notice to the Issuer, the Funds may from time to time increase or decrease the Beneficial Ownership Limitation applicable to that Fund to any other percentage not in excess of 19.99%. Any such change will not be effective until the 61st day after such notice is delivered to the Issuer. The Issuer's board of directors (the "Board") and the pricing committee of the Board approved the transactions pursuant to the Exchange Agreement in advance of the consummation of such transactions.
As a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Pre-funded Warrants reported in column 9 of Table II directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
As a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Pre-funded Warrants reported in column 9 of Table II directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds.
Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.