Sec Form 13D Filing - SOFINNOVA CAPITAL VI FCPR filing for HOOKIPA PHARMA INC (HOOK) - 2021-03-31

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13D

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

 

HOOKIPA Pharma Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

43906K 100

(CUSIP Number)

 

Armance Bordes

Sofinnova Partners SAS

7-11 blvd Haussmann

75009 Paris

France

+33 1 76 23 41 09

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

March 29, 2021

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

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).

 

 

 

 

 

 

CUSIP No. 43906K 100 Page 2 of 10

 

1.

Name of Reporting Persons

 

Sofinnova Capital VI FCPR (“SC VI”) 

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)       ¨

(b)       x

3. SEC USE ONLY
4.

Source of Funds (see instructions)

 

WC

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨
6.

Citizenship or Place of Organization

 

France

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.      Sole Voting Power

 

3,471,216 shares of common stock, except that Sofinnova Partners SAS, a French corporation (“SP SAS”), the management company of SC VI, may be deemed to have sole voting power, and Denis Lucquin (“Lucquin”), Antoine Papiernik (“Papiernik”), Henrijette Richter (“Richter”), Monique Saulnier (“Saulnier”), and Graziano Seghezzi (“Seghezzi”), the managing partners of SP SAS, may be deemed to have shared power to vote these shares.

8.      Shared Voting Power

 

See row 7.

9.      Sole Dispositive Power

 

3,471,216 shares of common stock, except that SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Lucquin, Papiernik, Richter, Saulnier, and Seghezzi, the managing partners of SP SAS, may be deemed to have shared power to dispose of these shares.

 

10.    Shared Dispositive Power

 

See row 9.

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,471,216

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)    ¨
13.

Percent of Class Represented by Amount in Row 11

 

11.7%1 

14.

Type of Reporting Person (see instructions)

 

00 

     

 

1Percentage of class is calculated based on 25,969,612 shares of common stock and 3,819,732 shares of Class A common stock outstanding as of March 7, 2021, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 18, 2021.

  

 

 

 

CUSIP No. 43906K 100 Page 3 of 10

 

1.

Name of Reporting Persons

 

Sofinnova Partners SAS (“SP SAS”)

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)       ¨

(b)       x

3. SEC USE ONLY
4.

Source of Funds (see instructions)

 

00

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨
6.

Citizenship or Place of Organization

 

France

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.      Sole Voting Power

 

3,471,216 shares of common stock. SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Lucquin, Papiernik, Richter, Saulnier, and Seghezzi, the managing partners of SP SAS, may be deemed to have shared power to vote these shares.

8.     Shared Voting Power

 

See row 7.

9.     Sole Dispositive Power

 

3,471,216 shares of common stock, except that SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Lucquin, Papiernik, Richter, Saulnier, and Seghezzi, the managing partners of SP SAS, may be deemed to have shared power to dispose of these shares.

 

10.    Shared Dispositive Power

 

See row 9.

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,471,216

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)    ¨
13.

Percent of Class Represented by Amount in Row 11

 

11.7%2 

14.

Type of Reporting Person (see instructions)

 

00 

     

 

2Percentage of class is calculated based on 25,969,612 shares of common stock and 3,819,732 shares of Class A common stock outstanding as of March 7, 2021, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 18, 2021.

  

 

 

 

CUSIP No. 43906K 100 Page 4 of 10

 

1.

Name of Reporting Persons

 

Denis Lucquin (“Lucquin”)

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)       ¨

(b)       x

3. SEC USE ONLY
4.

Source of Funds (see instructions)

 

00

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨
6.

Citizenship or Place of Organization

 

French Citizen

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.      Sole Voting Power

 

0

8.      Shared Voting Power

 

3,471,216 shares of common stock. SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Lucquin, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.

9.      Sole Dispositive Power

 

0

 

10.    Shared Dispositive Power

 

3,471,216 shares of common stock. SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Lucquin, a managing partner of SP SAS, may be deemed to have shared power to dispose of these shares.

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,471,216

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)    ¨
13.

Percent of Class Represented by Amount in Row 11

 

11.7%

14.

Type of Reporting Person (see instructions)

 

IN

     

 

3Percentage of class is calculated based on 25,969,612 shares of common stock and 3,819,732 shares of Class A common stock outstanding as of March 7, 2021, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 18, 2021.

  

 

 

  

CUSIP No. 43906K 100 Page 5 of 10

 

1.

Name of Reporting Persons

 

Antoine Papiernik (“Papiernik”)

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)       ¨

(b)       x

3. SEC USE ONLY
4.

Source of Funds (see instructions)

 

00

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨
6.

Citizenship or Place of Organization

 

French Citizen

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.     Sole Voting Power

 

0

8.     Shared Voting Power

 

3,471,216 shares of common stock. SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Papiernik, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.

9.     Sole Dispositive Power

 

0

 

10.    Shared Dispositive Power

 

3,471,216 shares of common stock. SP SAS, the management company of SC VI, may be deemed to have power to dispose of these shares, and Papiernik, a managing partner of SP SAS, may be deemed to have shared power to dispose of these shares.

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,471,216

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)    ¨
13.

Percent of Class Represented by Amount in Row 11

 

11.7%

14.

Type of Reporting Person (see instructions)

 

IN

     

 

4Percentage of class is calculated based on 25,969,612 shares of common stock and 3,819,732 shares of Class A common stock outstanding as of March 7, 2021, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 18, 2021.

 

 

 

 

CUSIP No. 43906K 100 Page 6 of 10

 

1.

Name of Reporting Persons

 

Henrijette Richter (“Richter”)_

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)       ¨

(b)       x

3. SEC USE ONLY
4.

Source of Funds (see instructions)

 

00

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨
6.

Citizenship or Place of Organization

 

Danish Citizen

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.     Sole Voting Power

 

0

8.     Shared Voting Power

 

3,471,216 shares of common stock. SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Richter, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.

9.     Sole Dispositive Power

 

0

 

10.    Shared Dispositive Power

 

3,471,216 shares of common stock. SP SAS, the management company of SC VI, may be deemed t o have power to dispose of these shares, and Richter, a managing partner of SP SAS, may be deemed to have shared power to dispose of these shares.

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,471,216

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)    ¨
13.

Percent of Class Represented by Amount in Row 11

 

11.7%

14.

Type of Reporting Person (see instructions)

 

IN

     

 

5Percentage of class is calculated based on 25,969,612 shares of common stock and 3,819,732 shares of Class A common stock outstanding as of March 7, 2021, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 18, 2021.

 

 

 

 

CUSIP No. 43906K 100 Page 7 of 10

 

1.

Name of Reporting Persons

 

Monique Saulnier (“Saulnier”)

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)       ¨

(b)       x

3. SEC USE ONLY
4.

Source of Funds (see instructions)

 

00

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨
6.

Citizenship or Place of Organization

 

French Citizen

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.     Sole Voting Power

 

0

8.     Shared Voting Power

 

3,471,216 shares of common stock. SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Saulnier, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.

9.     Sole Dispositive Power

 

0

 

10.    Shared Dispositive Power

 

3,471,216 shares of common stock. SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Saulnier, a managing partner of SP SAS, may be deemed to have shared power to dispose of these shares.

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,471,216

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)    ¨
13.

Percent of Class Represented by Amount in Row 11

 

11.7%

14.

Type of Reporting Person (see instructions)

 

IN

     

 

6Percentage of class is calculated based on 25,969,612 shares of common stock and 3,819,732 shares of Class A common stock outstanding as of March 7, 2021, as repor ted in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 18, 2021.

 

 

 

 

CUSIP No. 43906K 100 Page 8 of 10

 

1.

Name of Reporting Persons

 

Graziano Seghezzi (“Seghezzi”)

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)       ¨

(b)       x

3. SEC USE ONLY
4.

Source of Funds (see instructions)

 

00

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨
6.

Citizenship or Place of Organization

 

Italian Citizen

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.     Sole Voting Power

 

0

8.     Shared Voting Power

 

3,471,216 shares of common stock. SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Seghezzi, a managing partner of SP SAS, may be deemed to have shared power to vote these shares.

9.     Sole Dispositive Power

 

0

 

10.   Shared Dispositive Power

 

3,471,216 shares of common stock. SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Seghezzi, a managing partner of SP SAS, may be deemed to have shared power to dispose of these shares.

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,471,216

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)    ¨
13.

Percent of Class Represented by Amount in Row 11

 

11.7%

14.

Type of Reporting Person (see instructions)

 

IN

     

 

7Percentage of class is calculated based on 25,969,612 shares of common stock and 3,819,732 shares of Class A common stock outstanding as of March 7, 2021, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 18, 2021.

 

 

 

 

CUSIP No. 43906K 100 Page 9 of 10

 

Amendment No. 2 to Schedule 13D

 

This Amendment No. 2 (the “Amendment No. 2”) amends and supplements (i) the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) by Sofinnova Capital VI FCPR (“SC VI”), Sofinnova Partners SAS, a French corporation (“SP SAS”), Denis Lucquin (“Lucquin”), Antoine Papiernik (“Papiernik”), Henrijette Richter (“Richter”), Monique Saulnier (“Saulnier”), and Graziano Seghezzi (“Seghezzi”), the managing partners of SP SAS (collectively, the “Listed Persons” and together with SC VI and SP SAS, the “Reporting Persons”) on April 30, 2019, and (ii) the Amendment No. 1 to the Schedule 13D filed with the SEC by the Reporting Persons on February 2, 2021 (collectively, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D, as amended. Capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D.

 

Item 5.Interest in Securities of the Issuer.

 

Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:

 

(c)SC VI sold common stock of the Issuer on the following dates at the daily average prices indicated below pursuant to a Rule 10b5-1 trading plan:

 

Date   Shares     Per Share
Average Price
    How Effected  
March 19, 2021     166,230     $ 14.6047       Open Market  
March 22, 2021     40,534     $ 14.5375       Open Market  
March 23, 2021     40,000     $ 13.9119       Open Market  
March 24, 2021     52,690     $ 13.6955       Open Market  
March 25, 2021     28,546     $ 13.1216       Open Market  
March 26, 2021     35,171     $ 13.6943       Open Market  
March 29, 2021     36,829     $ 13.6732       Open Market  
Total:     400,000                  

 

Item 7.Material to Be Filed as Exhibits.

 

Exhibit

 

Description

     
99.1   Joint Filing Agreement, dated as of April 29, 2019, by and among Sofinnova Capital VI FCPR, Sofinnova Partners SAS, Denis Lucquin, Antoine Papiernik, Henrijette Richter, Monique Saulnier and Graziano Seghezzi (incorporated by reference to Exhibit A to the Schedule 13D filed by Sofinnova Capital VI FCPR on April 30, 2019).

 

 

 

  

CUSIP No. 43906K 100 Page 10 of 10

 

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: March 31, 2021

 

SOFINNOVA CAPITAL VI FCPR   SOFINNOVA PARTNERS SAS
By: Sofinnova Partners SAS      
         
         
By: /s/ Monique Saulnier   By: /s/ Monique Saulnier
Name: Monique Saulnier   Name: Monique Saulnier
Title: Managing Partner   Title: Managing Partner
         
         
By: /s/ Denis Lucquin   By: /s/ Monique Saulnier
Name: Denis Lucquin   Name: Monique Saulnier
         
         
By: /s/ Antoine Papiernik   By: /s/ Henrijette Richter
Name: Antoine Papiernik   Name: Henrijette Richter
         
         
By: /s/ Graziano Seghezzi      
Name: Graziano Seghezzi