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>>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D/A
(Rule 13d-101)
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1) 1
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Stealth BioTherapeutics Corp.
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(Name of Issuer)
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Ordinary Shares, $0.0003 par value
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(Title of Class of Securities)
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85789A105
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(CUSIP Number)
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Ben Yip
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James T. Lidbury, Esq.
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Nan Fung Trinity (HK) Limited
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Ropes & Gray
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Room 1701-1707 Nan Fung Tower
88 Connaught Road C & 173 Des Voeux Road
Central, Hong Kong
Tel. +852 3106 7898
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44th Floor, One Exchange Square
8 Connaught Place
Central, Hong Kong
Tel: +852 3664 6521
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
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December 23, 2019
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(Date of Event Which Requires Filing of This Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule
13d-7 for other parties to whom copies are to be sent.
1 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 (however, see the Notes).
CUSIP NO. 85789A105
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1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
Nan Fung Group Holdings Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [ ]
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3.
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SEC USE ONLY
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|||
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
[ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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24,240,813*
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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24,240,813*
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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24,240,813*
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.8%**
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14.
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TYPE OF REPORTING PERSON
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CO
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* Consists of 3,999,996 Ordinary Shares directly held by Permwell Management Limited (held as 333,333 ADSs, each ADS representing twelve Ordinary Shares) and 20,240,817 Ordinary Shares directly held by Pivotal Beta Limited. See Item 2(a) of this
Schedule 13D.
** Based on 420,357,503 Ordinary Shares outstanding following (a) the Issuer’s initial public offering, as reported in the Issuer’s prospectus on Form 424B4 dated February 14, 2019 and filed with the Securities and Exchange Commission (the “SEC”)
on February 15, 2019 and (b) the underwriters’ partial exercise of the over-allotment option for such initial public offering on March 4, 2019, as disclosed in the Issuer’s Report on Form 6-K filed with the SEC on March 5, 2019.
CUSIP NO. 85789A105
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1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
NF Investment Holdings Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [ ]
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3.
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SEC USE ONLY
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|||
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
[ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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24,240,813*
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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24,240,813*
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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24,240,813*
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.8%**
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14.
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TYPE OF REPORTING PERSON
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CO
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* Consists of 3,999,996 Ordinary Shares directly held by Permwell Management Limited (held as 333,333 ADSs, each ADS representing twelve Ordinary Shares) and 20,240,817 Ordinary Shares directly held by Pivotal Beta Limited. See Item 2(a) of this
Schedule 13D.
** Based on 420,357,503 Ordinary Shares outstanding following (a) the Issuer’s initial public offering, as reported in the Issuer’s prospectus on Form 424B4 dated February 14, 2019 and filed with the SEC on February 15, 2019 and (b) the
underwriters’ partial exercise of the over-allotment option for such initial public offering on March 4, 2019, as disclosed in the Issuer’s Report on Form 6-K filed with the SEC on March 5, 2019.
CUSIP NO. 85789A105
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1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
Permwell Management Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
[ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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3,999,996*
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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3,999,996*
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,999,996*
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.0%**
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14.
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TYPE OF REPORTING PERSON
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CO
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* Held as 333,333 ADSs, each ADS representing twelve Ordinary Shares. See Item 2(a) of this Schedule 13D.
** Based on 420,357,503 Ordinary Shares outstanding following (a) the Issuer’s initial public offering, as reported in the Issuer’s prospectus on Form 424B4 dated February 14, 2019 and filed with the SEC on February 15, 2019 and (b) the
underwriters’ partial exercise of the over-allotment option for such initial public offering on March 4, 2019, as disclosed in the Issuer’s Report on Form 6-K filed with the SEC on March 5, 2019.
CUSIP NO. 85789A105
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1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
Grand Epoch Holdings Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
[ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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20,240,817*
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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20,240,817*
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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20,240,817*
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.8%**
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14.
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TYPE OF REPORTING PERSON
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CO
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* Such Ordinary Shares are directly held by Pivotal Beta Limited. See Item 2(a) of this Schedule 13D.
** Based on 420,357,503 Ordinary Shares outstanding following (a) the Issuer’s initial public offering, as reported in the Issuer’s prospectus on Form 424B4 dated February 14, 2019 and filed with the SEC on February 15, 2019 and (b) the
underwriters’ partial exercise of the over-allotment option for such initial public offering on March 4, 2019, as disclosed in the Issuer’s Report on Form 6-K filed with the SEC on March 5, 2019.
CUSIP NO. 85789A105
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1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
Eternal Sky Holdings Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [ ]
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3.
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SEC USE ONLY
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|||
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
[ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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20,240,817*
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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20,240,817*
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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20,240,817*
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
|
|||
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.8%**
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14.
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TYPE OF REPORTING PERSON
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CO
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* Such Ordinary Shares are directly held by Pivotal Beta Limited. See Item 2(a) of this Schedule 13D.
** Based on 420,357,503 Ordinary Shares outstanding following (a) the Issuer’s initial public offering, as reported in the Issuer’s prospectus on Form 424B4 dated February 14, 2019 and filed with the SEC on February 15, 2019 and (b) the
underwriters’ partial exercise of the over-allotment option for such initial public offering on March 4, 2019, as disclosed in the Issuer’s Report on Form 6-K filed with the SEC on March 5, 2019.
CUSIP NO. 85789A105
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1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
Pivotal Beta Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [ ]
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||
|
3.
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SEC USE ONLY
|
|||
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4.
|
SOURCE OF FUNDS
|
WC
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||
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
[ ]
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||
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
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0
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8.
|
SHARED VOTING POWER
|
20,240,817*
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||
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9.
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SOLE DISPOSITIVE POWER
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0
|
||
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10.
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SHARED DISPOSITIVE POWER
|
20,240,817*
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||
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
20,240,817*
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||
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12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
|
|||
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.8%**
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14.
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TYPE OF REPORTING PERSON
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CO
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* See Item 2(a) of this Schedule 13D.
** Based on 420,357,503 Ordinary Shares outstanding following (a) the Issuer’s initial public offering, as reported in the Issuer’s prospectus on Form 424B4 dated February 14, 2019 and filed with the SEC on February 15, 2019 and (b) the
underwriters’ partial exercise of the over-allotment option for such initial public offering on March 4, 2019, as disclosed in the Issuer’s Report on Form 6-K filed with the SEC on March 5, 2019.
CUSIP NO. 85789A105
SCHEDULE 13D/A
Item 1. Security and Issuer.
This Amendment No. 1 (the “Amendment”) to the statement on Schedule 13D amends the Schedule 13D filed on July 15, 2019 (the “Original Schedule 13D”) and relates to the Ordinary Shares, $0.0003 par value (the
“Shares”), of Stealth BioTherapeutics Corp., a Cayman Islands company (the “Issuer”). The address of the principal executive office of the Issuer is c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman,
KY1-9005 Cayman Islands.
Except as otherwise described herein, the information contained in the Original Schedule 13D remains in effect. Capitalized terms used but not defined in this Amendment shall have the respective meanings set forth
thereto in the Original Schedule 13D.
Item 2. Identity and Background.
No changes.
Item 3. Source and Amount of Funds or Other Consideration.
No changes.
Item 4. Purpose of Transaction.
No changes except as described below.
On July 24, 2019, Vincent Sai Sing Cheung resigned as a member of the Issuer’s Board of Directors. In addition, as disclosed in Exhibit B hereto, on December 23, 2019 Permwell Management
Limited began selling ADSs of the Issuer in the normal course of portfolio management. The Reporting Persons may in the future acquire or sell additional securities of the Issuer.
Item 5. Interest in Securities of the Issuer.
(a) - (b) The information requested by this paragraph is incorporated herein by reference to the cover pages to this Amendment and Item 2(a).
(c) Information concerning transactions effected by the Reporting Person(s) during the past sixty days is set forth in Exhibit B hereto and is incorporated herein by reference. All of the transactions listed hereto were effected in the open
market through various brokerage entities and in the normal course of portfolio management.
(d) Except as described in this statement, no person has the power to direct the receipt of dividends on or the proceeds of sales of, the Shares owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
No changes.
Item 7. Material to be Filed as Exhibits.
Exhibit A - Joint Filing Agreement (incorporated by reference to Exhibit A to the Reporting Persons’ Schedule 13D filed on July 15, 2019)
Exhibit B – Transactions in the ADSs of the Issuer During the Last 60 Days
CUSIP NO. 85789A105
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
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Dated: December 31, 2019
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NAN FUNG GROUP HOLDINGS LIMITED
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By:
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/s/ Tang Chun Wai Nelson
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Name:
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Tang Chun Wai Nelson
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Title:
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Director
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NF INVESTMENT HOLDINGS LIMITED
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By:
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/s/ Tang Chun Wai Nelson
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Name:
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Tang Chun Wai Nelson
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Title:
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Director
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PERMWELL MANAGEMENT LIMITED
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By:
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/s/ Tang Chun Wai Nelson
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Name:
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Tang Chun Wai Nelson
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Title:
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Director
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GRAND EPOCH HOLDINGS LIMITED
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By:
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/s/ Tang Chun Wai Nelson
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Name:
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Tang Chun Wai Nelson
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Title:
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Director
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ETERNAL SKY HOLDINGS LIMITED
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By:
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/s/ Tang Chun Wai Nelson
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Name:
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Tang Chun Wai Nelson
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Title:
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Director
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PIVOTAL BETA LIMITED
|
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By:
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/s/ Tang Chun Wai Nelson
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Name:
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Tang Chun Wai Nelson
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Title:
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Director
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CUSIP NO. 85789A105
Exhibit B
TRANSACTIONS IN THE ADSs OF THE ISSUER
DURING THE LAST 60 DAYS
______________________________
The following table sets forth all the transactions in the ADSs effected in the past sixty days by the Reporting Person(s). All such transaction were effected in the open market through brokers and
the price per share is net of commissions.
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Reporting Person
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Trade Date
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ADSs Sold1
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Price Per ADS ($)
|
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|
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Permwell Management Limited
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12/23/2019
|
278,184
|
$4.54312
|
|
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|
| Permwell Management Limited | 12/26/2019 |
195,649 | $3.69313 |
| Permwell Management Limited | 2/27/2019 | 26,167 | $3.53114 |
1 Each ADS represents twelve Ordinary Shares.
2 This is the weighted average sales price. Such ADSs were sold in multiple transactions at prices ranging from $4.31 to $5.10. The Reporting Person undertakes to
provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of ADSs sold at each separate price within each such range.
3 This is the weighted average sales price. Such ADSs were sold in multiple transactions at prices ranging from $3.50 to $4.0172. The Reporting Person undertakes to
provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of ADSs sold at each separate price within each su
ch range.
4 This is the weighted average sales price. Such ADSs were sold in multiple transactions at prices ranging from $3.42 to $3.69. The Reporting Person undertakes to
provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of ADSs sold at each separate price within each such range.