Insider filing report for Changes in Beneficial Ownership
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Juno Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
48205A109
(CUSIP Number)
Jesús H. Payán
Crestline Management, L.P.
201 Main Street, Suite 1900
Fort Worth, TX 76102
(817) 339-7600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 5, 2018
(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 the 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 Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 48205A109 |
| 1 | Names of reporting persons
Douglas K. Bratton | |||||
| 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)
AF | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or place of organization
United States Citizen | |||||
| Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power:
| ||||
| 8 | Shared voting power:
5,433,301 (1) | |||||
| 9 | Sole dispositive power:
| |||||
| 10 | Shared dispositive power:
5,433,301 (1) | |||||
| 11 |
Aggregate amount beneficially owned by each reporting person
5,433,301 (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
4.7% (2) | |||||
| 14 | Type of reporting person (see instructions)
IN | |||||
| (1) | Consists of 5,433,301 shares of common stock, par value $0.0001 per share, (the “Common Stock”) of Juno Therapeutics, Inc. (the “Issuer”) held by CL Alaska, L.P. (“CLA”). As explained more fully in Item 5 herein, Mr. Bratton ultimately controls CLA and has voting and investment power over these shares. |
| (2) | Based on 115,710,674 shares of Common Stock outstanding, as reported outstanding as of January 26, 2018 in the Issuer’s Schedule 14D-9 filed with the Securities and Exchange Commission (the “SEC”) on February 2, 2018. |
Page 2 of 12
| CUSIP No. 48205A109 |
| 1 | Names of reporting persons
Crestline Investors, Inc. (“Crestline”) | |||||
| 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)
AF | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or place of organization
DELAWARE | |||||
| Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power:
| ||||
| 8 | Shared voting power:
5,433,301 (1) | |||||
| 9 | Sole dispositive power:
| |||||
| 10 | Shared dispositive power:
5,433,301 (1) | |||||
| 11 |
Aggregate amount beneficially owned by each reporting person
5,433,301 (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
4.7% (2) | |||||
| 14 | Type of reporting person (see instructions)
CO | |||||
| (1) | Consists of 5,433,301 shares held by CLA. As explained more fully in Item 5 herein, Crestline is the general partner of CLA’s investment manager and general partner, and may be deemed to beneficially own these shares held by CLA. |
| (2) | Based on 115,710,674 shares of Common Stock outstanding, as reported outstanding as of January 26, 2018 in the Issuer’s Schedule 14D-9 filed with the SEC on February 2, 2018. |
Page 3 of 12
| CUSIP No. 48205A109 |
| 1 | Names of reporting persons
Crestline SI (GP), L.P. (“Crestline SI”) | |||||
| 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)
AF | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or place of organization
DELAWARE | |||||
| Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power:
| ||||
| 8 | Shared voting power:
5,433,301 (1) | |||||
| 9 | Sole dispositive power:
| |||||
| 10 | Shared dispositive power:
5,433,301 (1) | |||||
| 11 |
Aggregate amount beneficially owned by each reporting person
5,433,301 (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
4.7% (2) | |||||
| 14 | Type of reporting person (see instructions)
PN | |||||
| (1) | Consists of 5,433,301 shares held by CLA. As explained more fully in Item 5 herein, Crestline SI is the general partner of CLA, and may be deemed to beneficially own these shares held by CLA. |
| (2) | Based on 115,710,674 shares of Common Stock outstanding, as reported outstanding as of January 26, 2018 in the Issuer’s Schedule 14D-9 filed with the SEC on February 2, 2018. |
Page 4 of 12
| CUSIP No. 48205A109 |
| 1 | &#x A0; | Names of reporting persons
Crestline Management, L.P. (“Crestline Management”) | ||||
| 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)
AF | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or place of organization
DELAWARE | |||||
| Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power:
| ||||
| 8 | Shared voting power:
5,433,301 (1) | |||||
| 9 | Sole dispositive power:
| |||||
| 10 | Shared dispositive power:
5,433,301 (1) | |||||
| 11 |
Aggregate amount beneficially owned by each reporting person
5,433,301 (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
4.7% (2) | |||||
| 14 | Type of reporting person (see instructions)
PN | |||||
| (1) | Consists of 5,433,301 shares held by CLA. As explained more fully in Item 5 herein, Crestline Management is the investment manager of CLA, and may be deemed to beneficially own these shares held by CLA. |
| (2) | Based on 115,710,674 shares of Common Stock outstanding, as reported outstanding as of January 26, 2018 in the Issuer’s Schedule 14D-9 filed with the SEC on February 2, 2018. |
Page 5 of 12
| CUSIP No. 48205A109 |
| 1 | Names of reporting persons
CL Alaska, L.P. | |||||
| 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)
WC | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or place of organization
DELAWARE | |||||
| Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power:
| ||||
| 8 | Shared voting power:
5,433,301 | |||||
| 9 | Sole dispositive power:
| |||||
| 10 | Shared dispositive power:
5,433,301 | |||||
| 11 |
Aggregate amount beneficially owned by each reporting person
5,433,301 | |||||
| 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
4.7% (1) | |||||
| 14 | Type of reporting person (see instructions)
PN | |||||
| (1) | Based on 115,710,674 shares of Common Stock outstanding, as reported outstanding as of January 26, 2018 in the Issuer’s Schedule 14D-9 filed with the SEC on February 2, 2018. |
Page 6 of 12
Amendment No. 5 to Schedule 13D
This Amendment No. 5 amends the Schedule 13D filed by Douglas K. Bratton, Crestline, Crestline SI, Crestline Management, and CL Alaska, L.P. (“CLA” and, together with Mr. Bratton, Crestline, Crestline SI, and Crestline Management, each a “Reporting Person” and collectively, the “Reporting Persons”) with the SEC on December 29, 2014, as amended by Amendment No. 1 thereto, filed with the SEC on June 25, 2015, as amended by Amendment No. 2 thereto, filed with the SEC on March 3, 2016, as amended by Amendment No. 3 thereto, filed with the SEC on July 18, 2017, as amended by Amendment No. 4 thereto, filed with the SEC on November 8, 2017 (the “Schedule 13D”).
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5 of the Schedule 13D is hereby amended and restated to read as follows:
| (a) | CL Alaska, L.P. (“CLA”) directly beneficially owns 5,433,301 shares of common stock of Juno Therapeutics, Inc. (the “Issuer” and the “Common Shares”). The general partner of CLA is Crestline SI (GP), L.P. (“Crestline SI”) and the investment manager of CLA is Crestline Management, L.P. (“Crestline Management”). Crestline Investors, Inc. (“Crestline”) is the general partner of both Crestline SI and Crestline Management. Douglas K. Bratton is the sole director of Crestline. CLA is ultimately controlled by Mr. Bratton and Mr. Bratton has voting and investment power over all Common Shares held by CLA. CLA, Crestline SI, Crestline Management, Crestline and Mr. Bratton may each be deemed to beneficially own all Common Shares held of record by CLA. Each such entity and Mr. Bratton disclaims beneficial ownership of Common Shares except to the extent of its or his respective pecuniary interest therein. |
The aggregate of 5,433,301 Common Shares beneficially owned by the Reporting Persons represents approximately 4.7% of the outstanding Common Shares. The percentage was computed based on 115,710,674 shares of Common Stock outstanding, as reported outstanding as of January 26, 2018 in the Issuer’s Schedule 14D-9 filed with the Securities and Exchange Commission (the “SEC”) on February 2, 2018.
| (b) | CLA, Crestline SI, Crestline Management, Crestline and Mr. Bratton share the power to vote and direct the vote and to dispose of and direct the disposition of the 5,433,301 Common Shares owned by CLA. |
Page 7 of 12
| (c) | Annex A attached hereto lists all transactions in the Common Stock during the past sixty (60) days by the Reporting Persons. |
| (d) | Not applicable. |
| (e) | The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Shares of the Issuer on February 6, 2018. |
Page 8 of 12
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.
| CL ALASKA, L.P. | ||||||
| By: | Crestline SI (GP), L.P., its general partner | |||||
| By: | Crestline Investors, Inc., its general partner | |||||
| Date: 2/7/2018 | By: | /s/ John S. Cochran | ||||
| Name: | John S. Cochran | |||||
| Title: | Vice President | |||||
| CRESTLINE SI (GP), L.P. | ||||||
| By: | Crestline Investors, Inc., its general partner | |||||
| Date: 2/7/2018 | By: | /s/ John S. Cochran | ||||
| Name: | John S. Cochran | |||||
| Title: | Vice President | |||||
| CRESTLINE MANAGEMENT, L.P. | ||||||
| By: | Crestline Investors, Inc., its general partner | |||||
| Date: 2/7/2018 | By: | /s/ John S. Cochran | ||||
| Name: | John S. Cochran | |||||
| Title: | Vice President | |||||
| CRESTLINE INVESTORS, INC. | ||||||
| Date: 2/7/2018 | By: | /s/ John S. Cochran | ||||
| Name: | John S. Cochran | |||||
| Title: | Vice President | |||||
| DOUGLAS K. BRATTON | ||||||
| Date: 2/7/2018 | /s/ Douglas K. Bratton | |||||
Page 9 of 12
Annex A
The following table sets forth all transactions with respect to Common Shares effected in the last sixty days by the Reporting Persons on behalf of CLA, inclusive of any transactions effected through 4:00 p.m., New York City time, on February 6, 2018. All such transactions were sales of securities effected in the open market and the table includes commissions paid in per share prices.
| Transaction Date | Shares Purchased/(Sold) | Price Per Share | ||||||
| 1/3/2018 |
(100,000 | ) | 48.1583000 | (1) | ||||
| 1/5/2018 |
(100,000 | ) | 48.0441420 | (2) | ||||
| 1/8/2018 |
(150,000 | ) | 48.56492 | (3) | ||||
| 1/9/2018 |
(150,000 | ) | 49.086663 | (4) | ||||
| 1/10/2018 |
(150,000 | ) | 48.658733 | (5) | ||||
| 1/11/2018 |
(150,000 | ) | 49.84289 | (6) | ||||
| 1/12/2018 |
(150,000 | ) | 49.27551 | (7) | ||||
| 2/5/2018 |
(349,000 | ) | 85.7121800 | (8) | ||||
| 2/6/2018 |
(651,000 | ) | 85.46518 | (9) | ||||
The following table sets forth all transactions with respect to Common Shares effected in the last sixty days by certain entities controlled by Mr. Bratton and the partners of such entities effected through 4:00 p.m., New York City time, on February 6, 2018. All such transactions were sales of securities effected in the open market and the table includes commissions paid in per share pric es.
| Transaction Date | Shares Purchased/(Sold) | Price Per Share | ||||||
| 1/30/2018 |
(29,062 | ) | 85.7220070 | (10) | ||||
| 2/5/2018 |
(209,275 | ) | 85.953198 | (11) | ||||
| (1) | The sale price for January 3, 2018 is a weighted average price. These shares were sold in multiple transactions at prices ranging from a low of $47.90 per share to a high of $48.70 per share, inclusive. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (2) | The sale price for January 5, 2018 is a weighted average price. These shares were sold in multiple transactions at prices ranging from a low of $47.79 per share to a high of $48.45 per share, inclusive. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (3) | The sale price for January 8, 2018 is a weighted average price. These shares were sold in multiple transactions at prices ranging from a low of $47.50 per share to a high of $49.38 per share, inclusive. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (4) | The sale price for January 9, 2018 is a weighted average price. These shares were sold in multiple transactions at prices ranging from a low of $48.19 per share to a high of $49.80 per share, inclusive. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (5) | The sale price for January 10, 2018 is a weighted average price. These shares were sold in multiple transactions at prices ranging from a low of $48.00 per share to a high of $49.23 per share, inclusive. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (6) | The sale price for January 11, 2018 is a weighted average price. These shares were sold in multiple transactions at prices ranging from a low of $48.54 per share to a high of $50.70 per share, inclusive. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (7) | The sale price for January 12, 2018 is a weighted average price. These shares were sold in multiple transactions at prices ranging from a low of $48.46 per share to a high of $50.205 per share, inclusive. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (8) | The sale price for February 5, 2018 is a weighted average price. These shares were sold in multiple transactions at prices ranging from a low of $85.555 per share to a high of $86.00 per share, inclusive. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (9) | The sale price for February 6, 2018 is a weighted average price. These shares were sold in multiple transactions at prices ranging from a low of $85.28 per share to a high of $85.67 per share, inclusive. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (10) | The sale price for January 30, 2018 is a weighted average price. These shares were sold in multiple transactions at prices ranging from a low of $85.69 per share to a high of $85.78 per share, inclusive. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (11) | The sale price for February 5, 2018 is a weighted average price. These shares were sold in multiple transactions at prices ranging from a low of $85.90 per share to a high of $86.014 per share, inclusive. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |