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, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
| Innate Pharma S.A. |
| (Name of Issuer) |
|
Ordinary Shares, nominal value €0.05 per share (including ordinary shares represented by American Depositary Shares) |
| (Title of Class of Securities) |
| 45781K105* |
| (CUSIP Number) |
| February 3, 2020 |
| (Date of Event which Requires Filing of this Statement) |
* This CUSIP number applies to the American Depositary Shares (“ADSs”) of the Issuer, which are quoted on the Nasdaq Global Market under the symbol “IPHA.” Each ADS represents one Ordinary Share. No CUSIP has been assigned to the Ordinary Shares.
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| o | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
Page 1 of 4
| CUSIP No. 45781K105 | 13G | ||||
| 1. |
NAMES OF REPORTING PERSONS
Novo Nordisk A/S | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o | |||
| (b) o | |||||
| 3. |
SEC USE ONLY
| ||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
The Kingdom of Denmark | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
9,817,546 | |||
| 6. |
SHARED VOTING POWER
0 | ||||
| 7. |
SOLE DISPOSITIVE POWER
9,817,546 | ||||
| 8. |
SHARED DISPOSITIVE POWER
| ||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,817,546 | ||||
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
| ||||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.5% based on 78,418,905 outstanding ordinary shares | ||||
| 12. |
TYPE OF REPORTING PERSON
CO | ||||
Page 2 of 4
| Item 1(a). | Name of Issuer: |
Innate Pharma S.A.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
117 Avenue de Luminy—BP 30191
13009 Marseille, France
| Item 2(a). | Name of Person Filing: |
Novo Nordisk A/S
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
Novo Allé, DK-2880 Bagsværd, Denmark
| Item 2(c). | Citizenship: |
The Kingdom of Denmark
| Item 2(d). | Title of Class of Securities: |
Ordinary Shares, nominal value €0.05 per share (including ordinary shares represented by American Depositary Shares)
| Item 2(e). | CUSIP Number: |
45781K105
| Item 3. | If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
NOT APPLICABLE
| (a) | o | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
| (b) | o | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | o | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | o | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | o | 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) | o | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Page 3 of 4
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of issuer identified in Item 1.
| (a) | Amount beneficially owned: 9,817,546 |
| (b) | Percent of class: 12.5% based on 78,418,905 outstanding ordinary shares |
| (c) | Number of shares as to which such person has: |
| (i) Sole power to vote or to direct the vote: 9,817,546 |
| (ii) Shared power to vote or to direct the vote: 0 |
| (iii) Sole power to dispose or to direct the disposition of: 9,817,546 |
| (iv) Shared power to dispose or to direct the disposition of: 0 |
| 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 securities, check the following. o
| 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. |
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. | Certifications. |
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.
Page 4 of 4
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.
| February 3, 2020 | |
| (Date) | |
| /s/ Karsten Munk Knudsen | |
| (Signature) | |
| Karsten Munk Knudsen, Chief Financial Officer | |
| (Name/Title) |