Sec Form 13D Filing - PERCEPTIVE ADVISORS LLC filing for MEIRAGTX HLDGS PLC (MGTX) - 2024-02-14

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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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

 

MeiraGTx Holdings plc

(Name of Issuer)

Ordinary Shares, nominal value $0.00003881 per share

(Title of Class of Securities)

G59665 102

(CUSIP Number)

Alexander Rakitin

Perceptive Advisors LLC

51 Astor Place, 10th Floor

New York, NY 10003

(646) 205-5340

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 31, 2023

(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 Section 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, as amended (“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).

 

 

 


CUSIP No. G59665 102

 

 1.    

 Names of Reporting Persons.

 

 Perceptive Advisors LLC

 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

 

 0

    8.   

 Shared Voting Power

 

 11,442,562

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 11,442,562

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 11,442,562

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 18.0%

14.  

 Type of Reporting Person (See Instructions)

 

 IA

 


CUSIP No. G59665 102

 

 1.    

 Names of Reporting Persons.

 

 Joseph Edelman

 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 of America

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

 

    7.     

 Sole Voting Power

 

 0

    8.   

 Shared Voting Power

 

 11,442,562

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 11,442,562

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 11,442,562

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 18.0%

14.  

 Type of Reporting Person (See Instructions)

 

 IN

 


CUSIP No. G59665 102

 

 1.    

 Names of Reporting Persons.

 

 Perceptive Life Sciences Master Fund, Ltd.

 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

 

 Cayman Islands

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

 

    7.     

 Sole Voting Power

 

 0

    8.   

 Shared Voting Power

 

 11,331,103

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 11,331,103

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 11,331,103

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 17.8%

14.  

 Type of Reporting Person (See Instructions)

 

 CO

 


Item 5. Interest in Securities of the Issuer

Item 5 is amended and restated as follows:

 

(a)

The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 63,597,151 outstanding Ordinary Shares, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on November 14, 2023.

 

(b)

The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference. The shares reported include (i) 11,331,103 Ordinary Shares held by the Master Fund, and (ii) 111,459 Ordinary Shares issuable upon the exercise of 111,459 vested stock options or stock options that will vest within 60 days that the Advisor has rights to pursuant to a management fee offset.


SIGNATURES

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, 2024

 

PERCEPTIVE ADVISORS LLC
By:  

/s/ Joseph Edelman

  Name: Joseph Edelman
  Title:  Managing Member

/s/ Joseph Edelman

JOSEPH EDELMAN
PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD.
By:   Perceptive Advisors LLC
By:  

/s/ Joseph Edelman

  Name: Joseph Edelman
  Title:  Managing Member