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.
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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)
Nightstar Therapeutics plc
(Title of Class of Securities)
Ordinary Shares, Nominal Value £0.01 Per Share (represented by American Depositary Shares)1
(CUSIP Number)
65413A1012
(Date of Event Which Requires Filing of this Statement)
December 31, 2018
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).
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).
______________________________________
1The holdings reported herein are in the form of American Depositary Shares ("ADS"), which may be exchanged for ordinary
shares of the Issuer, par value £0.01 ("Ordinary Shares") at a 1:1 ratio.
2The CUSIP Number listed throughout this filing is the CUSIP assigned to the ADS of the Issuer.
1
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CUSIP No. 65413A101
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(1) Names of reporting persons Point72 Asset Management, L.P.
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization Delaware
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 1,333,640 (see Item 4)
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(7) Sole dispositive power 0
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(8) Shared dispositive power 1,333,640 (see Item 4)
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(9) Aggregate amount beneficially owned by each reporting person
1,333,640 (see Item 4)
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 4.0% (see Item 4)
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(12) Type of reporting person (see instructions) PN
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2
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CUSIP No. 65413A101
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(1) Names of reporting persons Point72 Capital Advisors, Inc.
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization Delaware
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 1,333,640 (see Item 4)
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(7) Sole dispositive power 0
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(8) Shared dispositive power 1,333,640 (see Item 4)
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(9) Aggregate amount beneficially owned by each reporting person
1,333,640 (see Item 4)
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 4.0% (see Item 4)
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(12) Type of reporting person (see instructions) CO
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3
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CUSIP No. 65413A101
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(1) Names of reporting persons Cubist Systematic Strategies, LLC
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization Delaware
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 5,632 (see Item 4)
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(7) Sole dispositive power 0
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(8) Shared dispositive power 5,632 (see Item 4)
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(9) Aggregate amount beneficially owned by each reporting person
5,632 (see Item 4)
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) <0.1% (see Item 4)
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(12) Type of reporting person (see instructions) OO
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4
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CUSIP No. 65413A101
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(1) Names of reporting persons Point72 Hong Kong Limited
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization Hong Kong
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 83 (see Item 4)
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(7) Sole dispositive power 0
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(8) Shared dispositive power 83 (see Item 4)
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(9) Aggregate amount beneficially owned by each reporting person
83 (see Item 4)
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) <0.1% (see Item 4)
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(12) Type of reporting person (see instructions) OO
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5
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CUSIP No. 65413A101
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(1) Names of reporting persons Steven A. Cohen
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization United States
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 1,339,355 (see Item 4)
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(7) Sole dispositive power 0
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(8) Shared dispositive power 1,339,355 (see Item 4)
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(9) Aggregate amount beneficially owned by each reporting person
1,339,355 (see Item 4)
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 4.0% (see Item 4)
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(12) Type of reporting person (see instructions) IN
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6
Item 1(a) Name of issuer:
Nightstar Therapeutics plc
Item 1(b) Address of issuer's principal executive offices:
10 Midford Place, 2nd Floor, London W1T 5BJ United
Kingdom
2(a) Name of person filing:
This statement is filed by: (i) Point72 Asset Management, L.P.
(“Point72 Asset
Management”) with respect to ADS, each representing one (1) ordinary share,
nominal value £0.01 per share (“Ordinary Shares”), of the Issuer held by certain
investment funds it manages; (ii) Point72 Capital Advisors, Inc. (“Point72
Capital Advisors Inc.”) with respect to ADS held by certain investment
funds managed by Point72 Asset Management; (iii) Cubist Systematic Strategies,
LLC (“Cubist Systematic Strategies”) with respect to ADS held by certain
investment funds it manages; (iv) Point72 Hong Kong Limited (“Point72 Hong
Kong”) with respect to ADS held by certain investment funds it manages; and
(v) Steven A. Cohen (“Mr. Cohen”) with respect to ADS beneficially owned by
Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic
Strategies, and Point72 Hong Kong.
Management”) with respect to ADS, each representing one (1) ordinary share,
nominal value £0.01 per share (“Ordinary Shares”), of the Issuer held by certain
investment funds it manages; (ii) Point72 Capital Advisors, Inc. (“Point72
Capital Advisors Inc.”) with respect to ADS held by certain investment
funds managed by Point72 Asset Management; (iii) Cubist Systematic Strategies,
LLC (“Cubist Systematic Strategies”) with respect to ADS held by certain
investment funds it manages; (iv) Point72 Hong Kong Limited (“Point72 Hong
Kong”) with respect to ADS held by certain investment funds it manages; and
(v) Steven A. Cohen (“Mr. Cohen”) with respect to ADS beneficially owned by
Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic
Strategies, and Point72 Hong Kong.
Point72 Asset Management, Point72 Capital Advisors Inc., Point72 Hong Kong,
Cubist Systematic Strategies and Mr. Cohen have entered into a Joint Filing Agreement,
a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they
have agreed to file this Schedule 13G jointly in accordance with the provisions of
Rule 13d-1(k) of the Act.
Cubist Systematic Strategies and Mr. Cohen have entered into a Joint Filing Agreement,
a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they
have agreed to file this Schedule 13G jointly in accordance with the provisions of
Rule 13d-1(k) of the Act.
2(b) Address or principal business office or, if none, residence:
The address of the principal business office of (i) Point72 Asset
Management,
Point72 Capital Advisors Inc., and Mr. Cohen is 72 Cummings Point Road,
Stamford, CT 06902; (ii) Cubist Systematic Strategies is 330 Madison Avenue,
New York, NY 10017; and (iii) Point72 Hong Kong is 12th Floor, Chater House, 8
Connaught Road Central, Hong Kong.
Point72 Capital Advisors Inc., and Mr. Cohen is 72 Cummings Point Road,
Stamford, CT 06902; (ii) Cubist Systematic Strategies is 330 Madison Avenue,
New York, NY 10017; and (iii) Point72 Hong Kong is 12th Floor, Chater House, 8
Connaught Road Central, Hong Kong.
2(c) Citizenship:
Point72 Asset Management is a Delaware limited partnership.
Point72 Capital Advisors
Inc. is a Delaware corporation. Cubist Systematic Strategies is a Delaware limited liability
company. Point72 Hong Kong is a Hong Kong limited liability company. Mr. Cohen is a
United States citizen.
Inc. is a Delaware corporation. Cubist Systematic Strategies is a Delaware limited liability
company. Point72 Hong Kong is a Hong Kong limited liability company. Mr. Cohen is a
United States citizen.
2(d) Title of class of securities:
American Depositary Shares each representing one (1) Ordinary Share, Nominal Value £0.01
Per Share
Per Share
2(e) CUSIP Number:
65413A101
7
Item 3.
Not applicable
Item 4. Ownership
As of the close of business on December 31, 2018:
1. Point72 Asset Management, L.P.
(a) Amount beneficially owned: 1,333,640
(b) Percent of class: 4.0%
(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: 1,333,640
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,333,640
2. Point72 Capital Advisors, Inc.
(a) Amount beneficially owned: 1,333,640
(b) Percent of class: 4.0%
(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: 1,333,640
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,333,640
3. Cubist Systematic Strategies, LLC
(a) Amount beneficially owned: 5,632
(b) Percent of class: <0.1%
(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: 5,632
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 5,632
4. Point72 Hong Kong Limited
(a) Amount beneficially owned: 83
(b) Percent of class: <0.1%
(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: 83
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 83
8
5. Steven A. Cohen
(a) Amount beneficially owned: 1,339,355
(b) Percent of class: 4.0%
(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: 1,339,355
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,339,355
Point72 Asset Management, Point72 Capital Advisors Inc., Cubist
Systematic
Strategies, Point72 Hong Kong, and Mr. Cohen own directly no ADS 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. Pursuant to an investment management
agreement, Cubist Systematic Strategies maintains investment and voting power
with respect to the securities held by certain investment funds it manages.
Pursuant to an investment management agreement, Point72 Hong Kong maintains
investment and voting power with respect to the securities held by certain
investment funds it manages. Mr. Cohen controls each of Point72 Asset
Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, and
Point72 Hong Kong. As of December 31, 2018, by reason of the provisions of Rule 13d-3 of the
Securities Exchange Act of 1934, as amended, each of (i) Point72 Asset Management,
Point72 Capital Advisors Inc. and Mr. Cohen may be deemed to beneficially own
1,333,640 Ordinary Shares (constituting approximately 4.0% of the Ordinary Shares
outstanding), (ii) Cubist Systematic Strategies and Mr. Cohen may be deemed to beneficially
own 5,632 Ordinary Shares (constituting <0.1% of the Ordinary Shares outstanding) and (iii)
Point72 Hong Kong and Mr. Cohen may be deemed to beneficially own 83 Ordinary Shares
(constituting <0.1% of the Ordinary Shares outstanding). Each of Point72 Asset Management,
Point72 Capital Advisors Inc., Cubist Systematic Strategies, Point72 Hong Kong, and Mr. Cohen
disclaims beneficial ownership of any of the securities covered by this statement.
Strategies, Point72 Hong Kong, and Mr. Cohen own directly no ADS 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. Pursuant to an investment management
agreement, Cubist Systematic Strategies maintains investment and voting power
with respect to the securities held by certain investment funds it manages.
Pursuant to an investment management agreement, Point72 Hong Kong maintains
investment and voting power with respect to the securities held by certain
investment funds it manages. Mr. Cohen controls each of Point72 Asset
Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, and
Point72 Hong Kong. As of December 31, 2018, by reason of the provisions of Rule 13d-3 of the
Securities Exchange Act of 1934, as amended, each of (i) Point72 Asset Management,
Point72 Capital Advisors Inc. and Mr. Cohen may be deemed to beneficially own
1,333,640 Ordinary Shares (constituting approximately 4.0% of the Ordinary Shares
outstanding), (ii) Cubist Systematic Strategies and Mr. Cohen may be deemed to beneficially
own 5,632 Ordinary Shares (constituting <0.1% of the Ordinary Shares outstanding) and (iii)
Point72 Hong Kong and Mr. Cohen may be deemed to beneficially own 83 Ordinary Shares
(constituting <0.1% of the Ordinary Shares outstanding). Each of Point72 Asset Management,
Point72 Capital Advisors Inc., Cubist Systematic Strategies, Point72 Hong Kong, and Mr. Cohen
disclaims beneficial ownership of any of the securities covered by this statement.
9
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 [X].
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 his/her 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.
10
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, 2019
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
CUBIST SYSTEMATIC STRATEGIES, LLC
By: /s/ Jason M. Colombo
Name: Jason M.
Colombo
Title: Authorized
Person
POINT72 HONG KONG LIMITED
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
11