Sec Form 13D Filing - Novo Holdings A/S filing for Morphic Holding Inc. (MORF) - 2022-02-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Morphic Holding, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

61775R105

(CUSIP Number)

Barbara Fiorini Due

Novo Holdings A/S

Tuborg Havnevej 19

Hellerup, Denmark DK-2900

+45 3527 6592

Copy to:

B. Shayne Kennedy, Esq.

Latham & Watkins LLP

650 Town Center Drive, 20th Floor

Costa Mesa, CA 92626

Telephone: (714) 540-1235

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

February 17, 2022

(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 which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other parties to whom copies are to be sent.

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 (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.: 61775R105

This amendment (“Amendment No. 4”), amends the Schedule 13D originally filed with the SEC on July 1, 2019, as subsequently amended by Amendment No. 1 filed on March 11, 2021, Amendment No. 2 filed on August 12, 2021, and Amendment No. 3 filed on November 1, 2021 (collectively, the “Schedule”), to report and reflect that Novo Holdings A/S ceased to be a beneficial owner of more than five percent of the Issuer’s Common Stock. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule.

Item 2 is amended and replaced in its entirety as follows:

The name of each director and executive officer of both Novo Holdings A/S and the Foundation is set forth on the updated Schedule I to this Amendment No. 4.

The residence or business address of each director and executive officer of both Novo Holdings A/S and the Foundation is set forth on the updated Schedule I to this Amendment No. 4.

The Foundation is a Danish self-governing and profit-making foundation, whose objectives are to provide a stable basis for commercial and research activities undertaken by the group of Novo companies and to support scientific, humanitarian and social purposes through grants.

Item 3 amends and supplements Item 3 in the Schedule as follows:

On February 10, 2022, Novo Holdings A/S sold 1,919 shares of Common Stock at $44.4673 per share.

On February 11, 2022, Novo Holdings A/S sold 48,527 shares of Common Stock at $42.4557 per share.

On February 14, 2022, Novo Holdings A/S sold 15,495 shares of Common Stock at $41.5509 per share.

On February 15, 2022, Novo Holdings A/S sold 54,505 shares of Common Stock at $41.8868 per share.

On February 16, 2022, Novo Holdings A/S sold 41,870 shares of Common Stock at $41.6774 per share.

On February 17, 2022, Novo Holdings A/S sold 43,100 shares of Common Stock at $40.3491 per share.

On February 18, 2022, Novo Holdings A/S sold 33,263 shares of Common Stock at $40.0122 per share.

Item 5 of the Schedule is amended and replaced in its entirety as follows:

(a) Novo Holdings A/S beneficially owns 1,845,030 shares of Common Stock (the “Novo Shares”) representing approximately 4.9% of the Issuer’s outstanding shares of Common Stock, based on 36,961,618 shares of the Issuer’s Common Stock outstanding as of November 1, 2021, as reported in the Issuer’s 10-Q filed with the SEC on November 4, 2021.

(b) Novo Holdings A/S is a Danish corporation wholly owned by the Novo Nordisk Foundation. Novo Holdings A/S has the sole power to vote and dispose of the Novo Shares. Neither the Foundation nor any person listed on the updated Schedule I has the power to direct the vote as to, or the disposition of, the Novo Shares.

(c) Except as described herein, Novo Holdings A/S has not effected any transactions in the Issuer’s Common Stock within the past 60 days and neither the Foundation nor any person listed on the updated Schedule I has effected any transactions in the Issuer’s Common Stock within the past 60 days.

(d) Novo Holdings A/S does not know of any other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Novo Shares.

(e) As of February 17, 2022, Novo Holdings A/S ceased to be a beneficial owner of more than five percent of the Issuer’s Common Stock.

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.

Schedule I

Information regarding each director and executive officer of both Novo Holdings A/S and the Novo Nordisk Foundation is set forth below.