Sec Form 13G Filing - Novartis Bioventures Ltd filing for Galera Therapeutics Inc. (GRTX) - 2019-11-21

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.

  Names of Reporting Persons

  Novartis Bioventures Ltd.

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

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  Citizenship or Place of Organization

  Switzerland

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  3,543,067

  Sole Dispositive Power

  0

  Shared Dispositive Power

  3,543,067

  Aggregate Amount Beneficially Owned by Each Reporting Person

  3,543,067

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

  ☐

  Percent of Class Represented by Amount in Row 9

  14.5%*

  Type of Reporting Person (see instructions)

  CO

This calculation is based on 24,362,099 shares of Common Stock outstanding as of November 12, 2019 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus dated November 6, 2019 filed with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended (the “1933 Act”).

  Names of Reporting Persons

  Novartis AG

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

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  Citizenship or Place of Organization

  Switzerland

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  3,543,067

  Sole Dispositive Power

  0

  Shared Dispositive Power

  3,543,067

  Aggregate Amount Beneficially Owned by Each Reporting Person

  3,543,067

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

  ☐

  Percent of Class Represented by Amount in Row 9

  14.5%*

  Type of Reporting Person (see instructions)

  CO

This calculation is based on 24,362,099 shares of Common Stock outstanding as of November 12, 2019 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus dated November 6, 2019 filed with the SEC pursuant to Rule 424(b)(4) of the 1933 Act.

Name of Issuer:

Galera Therapeutics, Inc.

Address of Issuer’s Principal Executive Offices:

2 W Liberty Blvd #100, Malvern, PA 19355

Name of Person Filing:

This statement is filed on behalf of the following persons with respect to the shares of Common Stock of the Issuer:

(i) Novartis Bioventures Ltd., a Swiss corporation, with respect to shares held by it; and

(ii) Novartis AG, a Swiss corporation, as the publicly owned parent of Novartis Bioventures Ltd., with respect to the shares held by Novartis Bioventures Ltd

The foregoing persons are hereinafter referred to collectively as the “Reporting Persons.”

Address of Principal Business Office or, if none, Residence:

The address of the principal business office of Novartis Bioventures Ltd. and Novartis AG is Lichtstrasse 35, 4056 Basel, Switzerland.

Citizenship:

Novartis Bioventures Ltd. is a corporation organized under the laws of Switzerland and is an indirect wholly-owned subsidiary of Novartis AG.

Novartis AG is a corporation organized under the laws of Switzerland and is the publicly owned parent of Novartis Bioventures Ltd.

Title of Class of Securities:

Common Stock, par value $0.001 per share (“Common Stock”).

CUSIP Number:

36338D108.

☐   Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

☐   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

☐   Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);

☐   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

☐   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

☐   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

☐   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

☐   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

☐   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);

☐   A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

☐   Group, in accordance with §240.13d–1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____

Ownership

Amount Beneficially Owned:

Percent of Class:

Number of shares as to which the person has:

Sole power to vote or to direct the vote:    Not applicable

Shared power to vote or to direct the vote: 3,543,067

Sole power to dispose or to direct the disposition of: Not applicable

Shared power to dispose or to direct the disposition of: 3,543,067

Ownership of 5 Percent or Less of a Class

Ownership of More than 5 Percent on Behalf of Another Person

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group

Notice of Dissolution of a Group

Certification

Exhibit Number

Exhibit Description