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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
240.13d-102 Schedule 13G - Information to be included in statements filed
pursuant to 240.13d-1(b), (c), and (d) and amendments thereto
filed pursuant to 240.13d-2.
Securities and Exchange Commission, Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
(Name of Issuer)
Mereo BioPharma Group plc
(Title of Class of Securities)
Ordinary shares, nominal value £0.003 per ordinary share¹
(CUSIP Number)
589492107²
(Date of Event Which Requires Filing of this Statement)
December 31, 2021
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ x ] 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.
The information required in 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 (however, see the Notes).
The information required in 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 (however, see the Notes).
1 The holdings reported herein are held in the form of American Depositary Shares
(“ADS”), which each represent five (5) ordinary shares, nominal value £0.003 per ordinary share of the Issuer (“Ordinary Shares”).
2 The CUSIP Number listed throughout this filing is the CUSIP
assigned to the ADS of the Issuer.
|
CUSIP No. 589492107
|
|
|
(1) Names of reporting persons Point72 Asset Management, L.P.
|
|
|
(2) Check the appropriate box if a member of a group
|
(a)
|
|
(see instructions)
|
(b)X
|
|
(3) SEC use only
|
|
|
(4) Citizenship or place of organization Delaware
|
|
|
Number of shares beneficially owned by each reporting person with:
|
|
|
(5) Sole voting power 0
|
|
|
(6) Shared voting power 10,610,000* (see Item 4)
|
|
|
(7) Sole dispositive power 0
|
|
|
(8) Shared dispositive power 10,610,000* (see Item 4)
|
|
|
(9) Aggregate amount beneficially owned by each reporting person
10,610,000* (see Item 4)
|
|
|
(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
|
|
|
(11) Percent of class represented by amount in Row (9) 9.1% (a) (see Item 4)
|
|
|
(12) Type of reporting person (see instructions) PN
|
|
*Consists of 10,610,000 American Depositary Shares, representing 53,050,000 Ordinary Shares.
|
CUSIP No. 589492107
|
|
|
(1) Names of reporting persons Point72 Capital Advisors, Inc.
|
|
|
(2) Check the appropriate box if a member of a group
|
(a)
|
|
(see instructions)
|
(b)X
|
|
(3) SEC use only
|
|
|
(4) Citizenship or place of organization Delaware
|
|
|
Number of shares beneficially owned by each reporting person with:
|
|
|
(5) Sole voting power 0
|
|
|
(6) Shared voting power 10,610,000* (see Item 4)
|
|
|
(7) Sole dispositive power 0
|
|
|
(8) Shared dispositive power 10,610,000* (see Item 4)
|
|
|
(9) Aggregate amount beneficially owned by each reporting person
10,610,000* (see Item 4)
|
|
|
(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
|
|
|
(11) Percent of class represented by amount in Row (9) 9.1% (a) (see Item 4)
|
|
|
(12) Type of reporting person (see instructions) CO
|
|
*Consists of 10,610,000 American Depositary Shares, representing 53,050,000 Ordinary Shares
|
CUSIP No. 589492107
|
|
|
(1) Names of reporting persons Steven A. Cohen
|
|
|
(2) Check the appropriate box if a member of a group
|
(a)
|
|
(see instructions)
|
(b)X
|
|
(3) SEC use only
|
|
|
(4) Citizenship or place of organization United States
|
|
|
Number of shares beneficially owned by each reporting person with:
|
|
|
(5) Sole voting power 0
|
|
|
(6) Shared voting power 10,610,000* (see Item 4)
|
|
|
(7) Sole dispositive power 0
|
|
|
(8) Shared dispositive power 10,610,000* (see Item 4)
|
|
|
(9) Aggregate amount beneficially owned by each reporting person
10,610,000* (see Item 4)
|
|
|
(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
|
|
|
(11) Percent of class represented by amount in Row (9) 9.1% (a) (see Item 4)
|
|
|
(12) Type of reporting person (see instructions) IN
|
|
*Consists of 10,610,000 American Depositary Shares, representing 53,050,000 Ordinary Shares.
Item 1(a) Name of issuer:
Mereo BioPharma Group plc
Item 1(b) Address of issuer's principal executive offices:
4th Floor, One Cavendish Place, London, W1G 0QF, United Kingdom
2(a) Name of person filing:
The holdings of the Issuer’s ordinary shares, nominal value £0.003 per share
(“Ordinary Shares”) reported herein are held in the form of American
Depositary Shares (“ADS”), which each represent five (5) Ordinary Shares.
This statement is filed by: (i) Point72 Asset Management, L.P. (“Point72
Asset Management”) with respect to Ordinary Shares held, in the form of
ADSs, by certain investment funds it manages; (ii) Point72 Capital
Advisors, Inc. (“Point72 Capital Advisors Inc.”) with respect to Ordinary
Shares held, in the form of ADSs, by certain investment funds managed
by Point72 Asset Management; and (iii) Steven A. Cohen (“Mr. Cohen”)
with respect to Ordinary Shares held, in the form of ADSs, beneficially
owned by Point72 Asset Management and Point72 Capital Advisors Inc.
(“Ordinary Shares”) reported herein are held in the form of American
Depositary Shares (“ADS”), which each represent five (5) Ordinary Shares.
This statement is filed by: (i) Point72 Asset Management, L.P. (“Point72
Asset Management”) with respect to Ordinary Shares held, in the form of
ADSs, by certain investment funds it manages; (ii) Point72 Capital
Advisors, Inc. (“Point72 Capital Advisors Inc.”) with respect to Ordinary
Shares held, in the form of ADSs, by certain investment funds managed
by Point72 Asset Management; and (iii) Steven A. Cohen (“Mr. Cohen”)
with respect to Ordinary Shares held, in the form of ADSs, beneficially
owned by Point72 Asset Management and Point72 Capital Advisors Inc.
2(b) Address or principal business office or, if none, residence:
The address of the principal business office of Point72 Asset Management,
Point72 Capital Advisors Inc., and Mr. Cohen is 72 Cummings Point Road,
Stamford, CT 06902.
Point72 Capital Advisors Inc., and Mr. Cohen is 72 Cummings Point Road,
Stamford, CT 06902.
2(c) Citizenship:
Point72 Asset Management is a Delaware limited partnership. Point72 Capital
Advisors Inc. is a Delaware corporation. Mr. Cohen is a United States citizen.
Advisors Inc. is a Delaware corporation. Mr. Cohen is a United States citizen.
2(d) Title of class of securities:
Ordinary Shares, nominal value £0.003 per ordinary share
2(e) CUSIP Number:
589492107
Item 3.
Not applicable
Item 4. Ownership
As of the close of business on December 31, 2021:
1. Point72 Asset Management, L.P.
(a) Amount beneficially owned: 10,610,000
(b) Percent of class: 9.1% (a)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 10,610,000
(iii) Sole power to dispose or to direct
the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 10,610,000
2. Point72 Capital Advisors, Inc.
(a) Amount beneficially owned: 10,610,000
(b) Percent of class: 9.1% (a)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 10,610,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 10,610,000
3. Steven A. Cohen
(a) Amount beneficially owned: 10,610,000
(b) Percent of class: 9.1% (a)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 10,610,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 10,610,000
Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen own
directly no ADSs or Ordinary Shares. Pursuant to an investment management
agreement, Point72 Asset Management maintains investment and voting power
with respect to the securities held by certain investment funds it manages. Point72
Capital Advisors Inc. is the general partner of Point72 Asset Management.
Mr. Cohen controls each of Point72 Asset Management and Point72 Capital
Advisors Inc. As of December 31, 2021, by reason of the provisions of Rule
13d-3 of the Securities Exchange Act of 1934, as amended, each of Point72
Asset Management, Point72 Capital Advisors Inc. and Mr. Cohen may be
deemed to beneficially own 10,610,000 Ordinary Shares (constituting
approximately 9.1% (a) of the Ordinary Shares outstanding). Each of Point72
Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen disclaims
beneficial ownership of any of the securities covered by this statement.
directly no ADSs or Ordinary Shares. Pursuant to an investment management
agreement, Point72 Asset Management maintains investment and voting power
with respect to the securities held by certain investment funds it manages. Point72
Capital Advisors Inc. is the general partner of Point72 Asset Management.
Mr. Cohen controls each of Point72 Asset Management and Point72 Capital
Advisors Inc. As of December 31, 2021, by reason of the provisions of Rule
13d-3 of the Securities Exchange Act of 1934, as amended, each of Point72
Asset Management, Point72 Capital Advisors Inc. and Mr. Cohen may be
deemed to beneficially own 10,610,000 Ordinary Shares (constituting
approximately 9.1% (a) of the Ordinary Shares outstanding). Each of Point72
Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen disclaims
beneficial ownership of any of the securities covered by this statement.
31, 2021, as disclosed on the Issuer’s Investor Share Data website.
Item 5. Ownership of 5 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
5 percent of the class of securities, check the following [].
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reporting on by the Parent Holding Company or Control
Person.
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, other than
activities solely in connection with a nomination under§ 240.14a-11.
activities solely in connection with a nomination under§ 240.14a-11.
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.
Dated: February 14, 2022
POINT72 ASSET MANAGEMENT, L.P.
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person
POINT72 CAPITAL ADVISORS, INC.
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person
STEVEN A. COHEN
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person