Sec Form 13D Filing - GSK plc filing for 23andMe Holding Co. (ME) - 2024-02-09

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 13D 

(Amendment No. 2) *

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

23ANDME HOLDING CO.

 

(Name of Issuer)

 

Class A Common Stock, par value $0.0001 per share

 

 (Title of Class of Securities)

 

90138Q 108

 

 (CUSIP Number)

 

Victoria A. Whyte 

GSK plc 

980 Great West Road 

Brentford, Middlesex TW8 9GS 

England 

Telephone: +44 (0)208 047 5000

 

 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

February 7, 2024

 

 (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. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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.

 

 

 

 

 

 

CUSIP No. 405552100 13D/A2 Page 2 of 6

  

1.   NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

GSK plc
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
3.   SEC USE ONLY
4.   SOURCE OF FUNDS (see instructions)

OO
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6.   CITIZENSHIP OR PLACE OF ORGANIZATION

England and Wales
         
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
  7.   SOLE VOTING POWER
39,660,487 (1)
  8.   SHARED VOTING POWER

0
  9.   SOLE DISPOSITIVE POWER

39,660,487 (1)
  10.   SHARED DISPOSITIVE POWER

0
     
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

39,660,487 (1)
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

11.2% (2) 

14.   TYPE OF REPORTING PERSON (see instructions)

CO

 Footnote: 

(1) Represents shares of the Issuer’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) that may be obtained upon the conversion of shares of Class B Common Stock (“Class B Common Stock”) held by the reporting persons. Class B Common Stock, which is not registered under the Securities Exchange Act of 1934, as amended, is convertible into shares of Class A Common Stock at the option of the holder on a share-for-share basis. 

(2) The percentage reported herein is based upon (i) 315,436,358 shares of Class A Common Stock of 23andMe Holding Co. (the “Issuer”) outstanding as of January 31, 2024, as reported in the Issuer’s Form 10-Q furnished with the Securities and Exchange Commission (the “SEC”) on February 7, 2024, and (ii) 39,660,487 shares of Class B Common Stock held directly by Glaxo Group Limited (“GGL”), an indirect wholly owned subsidiary of GSK plc (“GSK”).

 

 

 

 

CUSIP No. 405552100 13D/A2 Page 3 of 6

 

Item 1. Security and Issuer.

 

This Amendment No. 2 to Schedule 13D (this “Statement”) amends and supplements the statement on Schedule 13D originally filed on November 4, 2022, as amended on January 20, 2023 (the “Schedule 13D”) with respect to the Class A Common Stock of the Issuer, a Delaware incorporated company. GSK is filing this amendment to disclose its new percentage beneficial ownership in the Issuer, which has been decreased as a result of an increase in the outstanding Class A Common Stock of the Issuer. The Issuer’s principal executive offices are located at 349 Oyster Point Boulevard South San Francisco, California 94080.

 

Item 2.  Identity and Background.

 

The response set forth in Item 2 of the Schedule 13D is hereby amended by deleting Schedule 1 in its entirety and replacing it with Schedule 1 attached.

 

Item 5. Interest in Securities of the Issuer.

 

The response set forth in Items 5 (a) of the Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing it with the following:   

 

  a. GSK beneficially owns 39,660,487 shares of Class B Common Stock, which represents 11.2% of the 315,436,358 shares of Class A Common Stock of the Issuer outstanding as of January 31, 2024, as reported in the Issuer’s Form 10-Q on February 7, 2024 and the 39,660,487 shares of Class B Common Stock held by GGL.

 

 

 

 

CUSIP No. 405552100 13D/A2 Page 4 of 6

 

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.

 

Date: February 9, 2024

 

  GSK plc
   
  By: /s/ Victoria A. Whyte
  Name: Victoria A. Whyte
  Title: Authorized Signatory

 

 

 

 

CUSIP No. 405552100 13D/A2 Page 5 of 6

 

Schedule 1

 

Name 

Business Address 

Principal Occupation or Employment 

Citizenship 

       
Board of Directors      
       
Sir Jonathan Symonds CBE 980 Great West Road
Brentford
Middlesex TW8 9GS, England
Chair and Company Director British
       
Emma Walmsley 980 Great West Road
Brentford
Middlesex TW8 9GS, England
Executive Director and Chief Executive Officer British
       
Julie Brown 980 Great West Road
Brentford
Middlesex TW8 9GS, England
Company Director and Chief Financial Officer British
       
Elizabeth McKee Anderson 980 Great West Road
Brentford
Middlesex TW8 9GS, England
Company Director US
       
Charles Bancroft 980 Great West Road
Brentford
Middlesex TW8 9GS, England
Company Director US
       
Dr. Hal Barron 980 Great West Road
Brentford
Middlesex TW8 9GS, England
Company Director US
       
Dr. Anne Beal 980 Great West Road
Brentford
Middlesex TW8 9GS, England
Company Director US
       
Wendy Becker 980 Great West Road
Brentford
Middlesex TW8 9GS, England
Company Director British, US & Italian
       
Dr. Harry (Hal) Dietz 980 Great West Road
Brentford
Middlesex TW8 9GS, England
Company Director US
       
Dr. Jesse Goodman 980 Great West Road
Brentford
Middlesex TW8 9GS, England
Company Director US
       

Urs Rohner

 

980 Great West Road
Brentford
Middlesex TW8 9GS, England
Company Director Swiss
       
Dr. Vishal Sikka 980 Great West Road
Brentford
Middlesex TW8 9GS, England
Company Director US

 

 

 

 

CUSIP No. 405552100 13D/A2 Page 6 of 6

 

GSK Leadership Team 

   
     

Name 

Business Address 

Principal Occupation or Employment 

Citizenship 

       
Emma Walmsley 980 Great West Road
Brentford
Middlesex TW8 9GS, England
Chief Executive Officer British
       
Julie Brown 980 Great West Road
Brentford
Middlesex TW8 9GS, England
Chief Financial Officer British
       
Diana Conrad 980 Great West Road
Brentford
Middlesex TW8 9GS, England
Chief People Officer Canadian
       
James Ford 980 Great West Road
Brentford
Middlesex TW8 9GS, England
SVP and Group General Counsel, Legal and Compliance British & US
       
Sally Jackson 980 Great West Road
Brentford
Middlesex TW8 9GS, England
SVP, Global Communications and CEO Office British
       

Luke Miels

 

980 Great West Road
Brentford
Middlesex TW8 9GS, England

Chief Commercial Officer

 

Australian

 

       
Shobana Ramakrishnan 980 Great West Road
Brentford
Middlesex TW8 9GS, England

Chief Digital & Technology Officer

 

US

 

       
David Redfern 980 Great West Road
Brentford
Middlesex TW8 9GS, England
President, Corporate Development British
       
Regis Simard 980 Great West Road
Brentord
Middlesex TW8 9GS, England 
President, Global Supply Chain French & British
       
Philip Thomson 980 Great West Road
Brentford
Middlesex TW8 9GS, England
President, Global Affairs British
       
Deborah Waterhouse 980 Great West Road
Brentford
Middlesex TW8 9GS, England
CEO, ViiV Healthcare, and President Global Health British
       
Tony Wood 980 Great West Road
Brentford
Middlesex TW8 9GS, England
Chief Scientific Officer British