Sec Form 13G Filing - Helsinn Investment Fund S.A. SICAR filing for MEI Pharma Inc. (MEIP) - 2020-02-13

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 13G
 
 
Under the Securities Exchange Act of 1934

(Amendment No. 1)*
 
 
MEI Pharma, Inc.
(Name of Issuer)
 
 
Common Stock, $0.00000002 par value
(Title of Class of Securities)
 
 
55279B202
(CUSIP Number)
 
 
December 31, 2019
(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 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 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 (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.   55279B202

 
 1  NAMES OF REPORTING PERSONS  
          Helsinn Investment Fund S.A. SICAR
  
     
 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 (a)  ☐
 (b)  ☒
 3 SEC USE ONLY
 4 CITIZENSHIP OR PLACE OF ORGANIZATION  
   Luxembourg  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH  5  SOLE VOTING POWER  
  -0-  
6 SHARED VOTING POWER  
  2,616,431  
 7 SOLE DISPOSITIVE POWER  
 
-0-
  
  8
 SHARED DISPOSITIVE POWER
 
         2,616,431
  
 9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
  2,616,431  
 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9)  EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
     
 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   
   2.5% 1  
 12  TYPE OF REPORTING PERSON  
   CO     
 
1
This percentage is calculated based on 105,998,677 shares of the Issuer’s Common Stock outstanding as of February 3, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2019, filed with the Securities and Exchange Commission on February 6, 2020.
 
CUSIP No.   55279B202

 
 1  NAMES OF REPORTING PERSONS  
              Riccardo Braglia  
     
 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐
(b) ☒
 3 SEC USE ONLY
 4 CITIZENSHIP OR PLACE OF ORGANIZATION  
   Switzerland  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH  5  SOLE VOTING POWER  
   -0-  
6 SHARED VOTING POWER  
  2,616,431  
 7 SOLE DISPOSITIVE POWER  
   -0-  
 8
 SHARED DISPOSITIVE POWER
 
           2,616,431
  
 9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
  2,616,431  
 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9)  EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
     
 11 PERCENT OF CLASS REPRESENTED IN ROW (9)   
   2.5% 1  
 12  TYPE OF REPORTING PERSON  
   IN  
CUSIP No.   55279B202

 
 
Item 1(a)
 
Name of Issuer:
 
 
 
 
 
 
 
 
 
The name of the Issuer is MEI Pharma, Inc. (the “Issuer”).
 
 
         
Item 1(b)
 
Address of Issuer's Principal Executive Offices:
 
 
 
 
 
 
 
 
 
11975 El Camino Real, Suite 101, San Diego, CA 92130
 
 
 
 
 
Item 2(a)
 
Name of Person Filing:
 
 
 
 
 
 
 
 
 
This Schedule 13G is filed by Helsinn Investment Fund S.A. SICAR, a Luxembourg société anonyme qualifying as an investment company in risk capital (“Helsinn”) and Mr. Riccardo Braglia with respect to the ownership of the common stock of the Issuer by Helsinn.2 Helsinn and Mr. Braglia are collectively referred to herein as the “Reporting Persons.”
Item 2(b)
Address of Principal Business Office or, if none, Residence:
 
 
The address of the principal business office of Helsinn is 412F Route d’Esch, L-2086 Luxembourg. The address of the principal business office of Mr. Braglia is Via Pian Scairolo 9, CH-6912, Lugano, Switzerland.
 
Item 2(c)
Citizenship:
 
 
Helsinn is organized as a société anonyme qualifying as an investment company in risk capital under the laws of the Grand Duchy of Luxemboug. Mr. Braglia is a citizen of Switzerland.
 
Item 2(d)
Title of Class of Securities:
 
 
Common Stock, $0.00000002 par value
 
Item 2(e)
CUSIP No.:
 
 
55279B202
 
 
Item 3
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:
 
    Not applicable.    
 
2
Mr. Braglia is the ultimate indirect owner of 100% of the equity interests of Helsinn and may be deemed to be a beneficial owner of the securities held by Helsinn.
 
CUSIP No.   55279B202

 
Item 4
Ownership:
 
 
A.
    Helsinn Investment Fund S.A. SICAR
 
 
(a)
Amount beneficially owned:  2,616,431
 
 
(b)
Percent of class:   2.5%
     
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or direct the vote: -0-
     
 
(ii)
Shared power to vote or direct the vote: 2,616,431
 
 
(iii)
Sole power to dispose or direct the disposition: -0-
 
 
(iv)
Shared power to dispose or direct the disposition: 2,616,431
 
 
B.
    Riccardo Braglia
 
 
(a)
Amount beneficially owned:   2,616,431
 
 
(b)
Percent of class:   2.5%
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or direct the vote:   -0-
     
 
(ii)
Shared power to vote or direct the vote:  2,616,431
 
 
(iii)
Sole power to dispose or direct the disposition:  -0-
 
 
(iv)
Shared power to dispose or direct the disposition:  2,616,431
  
Item 5
 
Ownership of Five 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 five percent of the class of se curities, check the following ☐.
 
 
 
 
 
Item 6
 
Ownership of More Than Five 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:
 
 
 
 
 
 
 
Not applicable.
 
Item 8
Identification and Classification of Members of the Group:
 
 
Not applicable.
 
Item 9
Notice of Dissolution of Group:
 
 
Not applicable.
 
Item 10
Certification:
 
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not 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.
 
 
SIGNATURES
 
 
  
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.
Date: February 13, 2020
 
 
 
Helsinn Investment Fund S.A. SICAR
 
 
 
 
 
 
 
 
By:
/s/ Riccardo Braglia
 
 
 
Name:
Riccardo Braglia
 
 
 
Title:
Director
 
 
 
 
 
 
         
 
 
Riccardo Braglia
 
 
 
 
 
 
    /s/ Riccardo Braglia  
         
 
 
EXHIBIT INDEX
 
 
Exhibit   Description
     
A  
Joint Filing Agreement dated August 22, 2016 (incorporated by reference to Exhibit A to the Schedule 13G filed by the Reporting Persons on August 22, 2016)