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.
- Peter Lynch
What is insider trading>>
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Amendment No. 3)*
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
| TRANSLATE BIO, INC. |
(Name of Issuer)
| Common Stock, Par Value $0.001 |
(Title of Class of Securities)
| 89374L 10 4 |
(CUSIP Number)
Victoria A. Whyte
GlaxoSmithKline 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)
| May 29, 2019 |
(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. 89374L 10 4 | 13D/A3 | Page 2 of 9 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GlaxoSmithKline 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) WC |
|||
| 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 646,541 | ||
| 8. | SHARED VOTING POWER -0- | |||
| 9. | SOLE DISPOSITIVE POWER 646,541 | |||
| 10. | SHARED DISPOSITIVE POWER -0- |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 646,541 shares of Common Stock (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) 1.1 % of the shares of Common Stock (2) |
|||
| 14. | TYPE OF REPORTING PERSON (see instructions) CO |
|||
| Footnotes: | ||||
| (1) Common Stock are held of record by S.R. One, Limited (“SR One”), an indirect, wholly-owned subsidiary of GlaxoSmithKline plc. | ||||
| (2) Based upon 60,022,067 of the Issuer’s Common Stock outstanding as of November 4, 2019, as reported in the Issuer’s quarterly report for Form 10-Q the quarter period ending September 30, 2019, filed with the Securities and Exchange Commission (the “SEC”) on November 6, 2019. | ||||
| Cusip No. 89374L 10 4 | 13D/A3 | Page 3 of 9 |
Item 1. Security and Issuer.
This Amendment No. 3 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on July 5, 2018 (as amended by Amendment No.1 filed on October 17, 2018 and Amendment No.2 filed on May 3, 2019, the “Schedule 13D”, and as amended by this Amendment No.3, the “Statement”) with respect to the shares of common stock, par value $0.001 per share (the “Common Stock”) of Translate Bio, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 29 Hartwell Avenue, Lexington, Massachusetts 02421. This Amendment No.3 is filed to disclose (1) the change of beneficial ownership as a result of (a) the disposition of shares of Common Stock by the Reporting Person and (b) an increase of the Issuer’s Common Stock outstanding and (2) that the Reporting Person has ceased to be the beneficial owner of more than five percent of the Common Stock. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.
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 Item 5 of the Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing it with the following:
(a), (b) The information contained in rows 7, 8, 9, 10, 11, and 13 on each of the cover pages of this Statement is incorporated by reference in its entirety into this Item 5.
c) From May 28, 2019 to December 6, 2019 S.R. One disposed of 2,551,372 shares of Common Stock as follows:
| Date of Transaction | Number of shares disposed of |
Sale price per share |
| 28-May-19 | 52,119 | $10.067000 |
| 29-May-19 | 78,308 | $10.322900 |
| 30-May-19 | 110,560 | $10.793200 |
| 31-May-19 | 20,479 | $11.038400 |
| 3-Jun-19 | 47,800 | $10.449900 |
| 10-Jun-19 | 43,888 | $10.135900 |
| 11-Jun-19 | 25,069 | $10.086100 |
| 12-Jun-19 | 1,422 | $10.102800 |
| 13-Jun-19 | 15,700 | $10.104400 |
| 17-Jun-19 | 100,000 | $10.063400 |
| 18-Jun-19 | 239,483 | $10.234500 |
| 19-Jun-19 | 50,000 | $10.810500 |
| Cusip No. 89374L 10 4 | 13D/A3 | Page 4 of 9 |
| Date of Transaction | Number of shares disposed of |
Sale price per share |
| 19-Jun-19 | 25,000 | $11.2085 |
| 28-Jun-19 | 200,000 | $12.5204 |
| 1-Jul-19 | 17,469 | $12.5092 |
| 2-Jul-19 | 50,000 | $11.7500 |
| 2-Jul-19 | 5,508 | $11.7707 |
| 8-Jul-19 | 800 | $11.5300 |
| 9-Jul-19 | 799 | $11.0765 |
| 11-Jul-19 | 10,975 | $10.3085 |
| 15-Jul-19 | 700 | $10.1093 |
| 6-Aug-19 | 13,300 | $8.2802 |
| 7-Aug-19 | 525,000 | $8.1500 |
| 7-Aug-19 | 2,720 | $8.4165 |
| 9-Aug-19 | 63,809 | $8.2613 |
| 12-Aug-19 | 110 | $8.2500 |
| 13-Aug-19 | 8,370 | $8.2714 |
| 14-Aug-19 | 300,000 | $8.2510 |
| 16-Aug-19 | 43,561 | $8.3344 |
| 19-Aug-19 | 26,498 | $8.3571 |
| 20-Aug-19 | 41,632 | $8.5468 |
| 29-Aug-19 | 25,000 | $9.1238 |
| 30-Aug-19 | 25,000 | $9.1390 |
| 3-Sep-19 | 5,499 | $9.6175 |
| 4-Sep-19 | 50,000 | $10.0013 |
| 5-Sep-19 | 4,511 | $10.1166 |
| 6-Sep-19 | 50,000 | $10.1382 |
| 30-Sep-19 | 27,350 | $10.0057 |
| 7-Nov-19 | 47,743 | $9.7687 |
| 12-Nov-19 | 100 | $9.8000 |
| 19-Nov-19 | 66,631 | $10.0976 |
| 21-Nov-19 | 20,800 | $10.7793 |
| 22-Nov-19 | 37,337 | $10.3458 |
| 25-Nov-19 | 8,822 | $10.2744 |
| 26-Nov-19 | 1,458 | $10.0765 |
| 29-Nov-19 | 7,628 | $10.0500 |
| 2-Dec-19 | 300 | $10.2026 |
| 3-Dec-19 | 11,390 | $10.0074 |
| 4-Dec-19 | 983 | $10.0592 |
| 4-Dec-19 | 8,853 | $10.0492 |
| 5-Dec-19 | 1,046 | $10.0000 |
| Cusip No. 89374L 10 4 | 13D/A3 | Page 5 of 9 |
| Date of Transaction | Number of shares disposed of |
Sale price per share |
| 6-Dec-19 | 29,842 | $10.0862 |
Each disposition listed above was made in an open market transaction through a broker on the Nasdaq Global Select Market.
(d) No person, other than GlaxoSmithKline plc, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by GlaxoSmithKline plc.
(e) The Reporting Person has ceased to be the beneficial owner of more than five percent of the Common Stock on June 18, 2019. Therefore, this is the final amendment to the Statement and an exit filing for the Reporting Person.
| Cusip No. 89374L 10 4 | 13D/A3 | Page 6 of 9 |
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 14, 2020 | |||
| GLAXOSMITHKLINE PLC | |||
| By: | /s/ Victoria A. Whyte | ||
| Name: Victoria A. Whyte | |||
| Title: Authorized Signatory | |||
|
Cusip No. 89374L 10 4 |
13D/A3 |
Page 7 of 9 |
SCHEDULE 1
|
Name |
|
Business Address |
|
Principal Occupation or Employment |
|
Citizenship |
|
Board of Directors
|
|
|
|
|
|
|
|
Emma Walmsley |
|
980 Great West Road
|
|
Executive Director and Chief Executive Officer |
|
British |
|
Manvinder Singh Banga |
|
980 Great West Road
|
|
Company Director
|
|
British & Indian
|
|
Dr. Hal Barron |
|
269 E. Grand Avenue, South San Francisco, CA 94080
|
|
Chief Scientific Officer & President, R&D |
|
US |
|
Dr. Vivienne Cox |
|
980 Great West Road
|
|
Company Director |
|
British |
|
Lynn Elsenhans |
|
980 Great West Road
|
|
Company Director |
|
US |
|
Dr. Jesse Goodman |
|
980 Great West Road
|
|
Company Director |
|
US |
|
Dr Laurie Glimcher |
|
980 Great West Road
|
|
Company Director |
|
US |
|
Judy Lewent |
|
980 Great West Road
|
|
Company Director |
|
US
|
|
Iain MacKay |
|
980 Great West Road
|
|
Executive Director & Chief Financial Officer |
|
British |
|
Urs Rohner
|
|
980 Great West Road |
|
Company Director |
|
Swiss |
|
Cusip No. 89374L 10 4 |
13D/A3 |
Page 8 of 9 |
|
Name |
|
Business Address |
|
Principal Occupation or Employment |
|
Citizenship |
|
Jonathan Symonds |
|
980 Great West Road |
|
Chairman and Company Director |
|
British |
|
Corporate Executive Team
|
|
|
|
|
Emma Walmsley |
980 Great West Road
|
Executive Director and Chief Executive Officer |
British |
|
Dr. Hal Barron |
269 E. Grand Avenue, South San Francisco, CA 94080
|
Chief Scientific Officer & President, R&D
|
US |
|
Roger Connor |
980 Great West Road
|
President, Global Vaccines |
Irish |
|
Diana Conrad |
980 Great West Road
|
Senior Vice President, Human Resoures |
Canadian |
|
James Ford |
980 Great West Road
|
Senior Vice President & General Counsel |
British & US |
|
Nick Hirons |
980 Great West Road
|
Senior Vice President, Global Ethics and Compliance |
British & US |
|
Sally Jackson |
980 Great West Road
|
Senior Vice President, Global Communications and CEO Office |
British |
|
Iain MacKay |
980 Great West Road
|
Executive Director & Chief Financial Officer |
British |
|
Brian McNamara |
184 Liberty Corner Road |
Chief Executive Officer, GSK Consumer Healthcare |
US |
|
Cusip No. 89374L 10 4 |
13D/A3 |
Page 9 of 9 |
|
Luke Miels |
980 Great West Road
|
President, Global Pharmaceuticals |
Australian |
|
David Redfern |
980 Great West Road
|
Chief Strategy Officer |
British |
|
Regis Simard |
980 Great West Road
|
President Pharmaceutical Supply Chain |
French & British |
|
Karenann Terrell |
980 Great West Road
|
Chief Digital and Technology Officer |
Canadian |
|
Philip Thomson |
980 Great West Road
|
President, Global Affairs |
British |
|
Deborah Waterhouse |
980 Great West Road |
Chief Executive Officer of ViiV Healthcare |
British |