Sec Form 13D Filing - AUVEN THERAPEUTICS HOLDINGS LP filing for ADC Therapeutics SA (ADCT) - 2024-04-25

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  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 ________________________________

SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)*
 
 ________________________________

ADC Therapeutics SA
(Name of Issuer)
Common Shares, par value CHF 0.08 per share
(Title and Class of Securities)
H0036K147
(CUSIP Number)
Stephen Evans-Freke
Auven Therapeutics Holdings L.P.
171 Main Street
Road Town
Tortola
British Virgin Islands VG1110
(340) 779-6908
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 23, 2024
(Date of Event Which Requires Filing of 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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(b) 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 (however, see the Notes)
 

Schedule 13D
CUSIP No. H0036K147
 
 
 
 
 
 
 
  1 
 
NAME OF REPORTING PERSON
 
A.T. Holdings II Sarl
  2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ☐        (b)  ☐
 
  3
 
SEC USE ONLY
 
  4
 
SOURCE OF FUNDS
 
WC
  5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
  6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Switzerland
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
 
  
  7 
  
SOLE VOTING POWER
 
0
  
  8
  
SHARED VOTING POWER
 
2,231,210
  
  9
  
SOLE DISPOSITIVE POWER
 
0
  
10
  
SHARED DISPOSITIVE POWER
 
2,231,210
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
2,231,210
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.7% (1)
14
 
TYPE OF REPORTING PERSON
 
OO

(1)
Based on 82,814,000 common shares of ADC Therapeutics SA (the “Issuer”) outstanding as of April 12, 2024, as reported in the Issuer’s Preliminary Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on April 16, 2024.


Schedule 13D
CUSIP No. H0036K147
 
 
 
 
 
 
 
  1 
 
NAME OF REPORTING PERSON
 
C.T. Phinco Sarl
  2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ☐        (b)  ☐
 
  3
 
SEC USE ONLY
 
  4
 
SOURCE OF FUNDS
 
AF
  5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
  6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Luxembourg
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
 
  
  7 
  
SOLE VOTING POWER
 
2,231,210
  
  8
  
SHARED VOTING POWER
 
0
  
  9
  
SOLE DISPOSITIVE POWER
 
2,231,210
  
10
  
SHARED DISPOSITIVE POWER
 
0
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
2,231,210
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.7% (1)
14
 
TYPE OF REPORTING PERSON
 
OO

(1)
Based on 82,814,000 common shares of the Issuer outstanding as of April 12, 2024, as reported in the Issuer’s Preliminary Proxy Statement filed with the SEC on April 16, 2024.


Schedule 13D
CUSIP No. H0036K147
 
 
 
 
 
 
 
  1 
 
NAME OF REPORTING PERSON
 
ADC Products Switzerland Sarl
  2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ☐        (b)  ☐
 
  3
 
SEC USE ONLY
 
  4
 
SOURCE OF FUNDS
 
WC
  5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
  6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Switzerland
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
 
  
  7 
  
SOLE VOTING POWER
 
0
  
  8
  
SHARED VOTING POWER
 
2,228,085
  
  9
  
SOLE DISPOSITIVE POWER
 
0
  
10
  
SHARED DISPOSITIVE POWER
 
2,228,085
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
2,228,085
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.7% (1)
14
 
TYPE OF REPORTING PERSON
 
OO

(1)
Based on 82,814,000 common shares of the Issuer outstanding as of April 12, 2024, as reported in the Issuer’s Preliminary Proxy Statement filed with the SEC on April 16, 2024.
 

Schedule 13D
CUSIP No. H0036K147
 
 
 
 
 
 
 
  1 
 
NAME OF REPORTING PERSON
 
Auven Therapeutics Holdings L.P.
  2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ☐        (b)  ☐
 
  3
 
SEC USE ONLY
 
  4
 
SOURCE OF FUNDS
 
AF
  5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
  6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
 
  
  7 
  
SOLE VOTING POWER
 
0
  
  8
  
SHARED VOTING POWER
 
2,231,210
  
  9
  
SOLE DISPOSITIVE POWER
 
0
  
10
  
SHARED DISPOSITIVE POWER
 
2,231,210
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
2,231,210
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.7% (1)
14
 
TYPE OF REPORTING PERSON
 
PN

(1)
Based on 82,814,000 common shares of the Issuer outstanding as of April 12, 2024, as reported in the Issuer’s Preliminary Proxy Statement filed with the SEC on April 16, 2024.
 

Schedule 13D
CUSIP No. H0036K147
 
 
 
 
 
 
 
  1 
 
NAME OF REPORTING PERSON
 
Auven Therapeutics General L.P.
  2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ☐        (b)  ☐
 
  3
 
SEC USE ONLY
 
  4
 
SOURCE OF FUNDS
 
AF
  5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
  6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
 
  
  7 
  
SOLE VOTING POWER
 
0
  
  8
  
SHARED VOTING POWER
 
2,231,210
  
  9
  
SOLE DISPOSITIVE POWER
 
0
  
10
  
SHARED DISPOSITIVE POWER
 
2,231,210
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
2,231,210
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.7% (1)
14
 
TYPE OF REPORTING PERSON
 
PN

(1)
Based on 82,814,000 common shares of the Issuer outstanding as of April 12, 2024, as reported in the Issuer’s Preliminary Proxy Statement filed with the SEC on April 16, 2024.
 

Schedule 13D
CUSIP No. H0036K147
 
 
 
 
 
 
 
  1 
 
NAME OF REPORTING PERSON
 
Auven Therapeutics GP Ltd.
  2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ☐        (b)  ☐
 
  3
 
SEC USE ONLY
 
  4
 
SOURCE OF FUNDS
 
AF
  5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
  6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
 
  
  7 
  
SOLE VOTING POWER
 
0
  
  8
  
SHARED VOTING POWER
 
2,231,210
  
  9
  
SOLE DISPOSITIVE POWER
 
0
  
10
  
SHARED DISPOSITIVE POWER
 
2,231,210
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
2,231,210
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.7% (1)
14
 
TYPE OF REPORTING PERSON
 
CO

(1)
Based on 82,814,000 common shares of the Issuer outstanding as of April 12, 2024, as reported in the Issuer’s Preliminary Proxy Statement filed with the SEC on April 16, 2024.
 

Schedule 13D
CUSIP No. H0036K147
 
 
 
 
 
 
 
  1 
 
NAME OF REPORTING PERSON
 
Stephen Evans-Freke
  2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ☐        (b)  ☐
 
  3
 
SEC USE ONLY
 
  4
 
SOURCE OF FUNDS
 
AF
  5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
  6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Ireland
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
 
  
  7 
  
SOLE VOTING POWER
 
24,509.352705
  
  8
  
SHARED VOTING POWER
 
2,231,210
  
  9
  
SOLE DISPOSITIVE POWER
 
24,509.352705
  
10
  
SHARED DISPOSITIVE POWER
 
2,231,210
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
2,255,719.352705
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.7% (1)
14
 
TYPE OF REPORTING PERSON
 
IN

(1)
Based on 82,814,000 common shares of the Issuer outstanding as of April 12, 2024, as reported in the Issuer’s Preliminary Proxy Statement filed with the SEC on April 16, 2024.
 

Schedule 13D
CUSIP No. H0036K147
 
 
 
 
 
 
 
  1 
 
NAME OF REPORTING PERSON
 
Peter B. Corr
  2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ☐        (b)  ☐
 
  3
 
SEC USE ONLY
 
  4
 
SOURCE OF FUNDS
 
AF
  5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
  6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
 
  
  7 
  
SOLE VOTING POWER
 
5,309.352705
  
  8
  
SHARED VOTING POWER
 
2,231,210
  
  9
  
SOLE DISPOSITIVE POWER
 
5,309.352705
  
10
  
SHARED DISPOSITIVE POWER
 
2,231,210
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
2,236,519.352705
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.7% (1)
14
 
TYPE OF REPORTING PERSON
 
IN

(1)
Based on 82,814,000 common shares of the Issuer outstanding as of April 12, 2024, as reported in the Issuer’s Preliminary Proxy Statement filed with the SEC on April 16, 2024.

AMENDMENT NO. 7 TO SCHEDULE 13D

The following constitutes Amendment No. 7 (“Amendment No. 7”) to the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) by A.T. Holdings II Sàrl (“A.T. Holdings II”), C.T. Phinco Sàrl (“C.T. Phinco”), ADC Products Switzerland Sàrl (“ADC Products”), Auven Therapeutics Holdings L.P. (“Auven Therapeutics”), Auven Therapeutics General L.P. (“Auven Therapeutics General”), Auven Therapeutics GP Ltd. (“Auven Therapeutics GP”), Stephen Evans-Freke and Peter B. Corr (collectively, the “Reporting Persons”) on May 29, 2020, as amended by Amendment No. 1 filed on October 13, 2020, Amendment No. 2 filed on December 8, 2022, Amendment No. 3 filed on December 9, 2022, Amendment No. 4 filed on December 23, 2022, Amendment No. 5 filed on February 6, 2023, and Amendment No. 6 on April 28, 2023. This Amendment No. 7 amends and supplements the Schedule 13D as specifically set forth herein.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

ITEM 4.
  PURPOSE OF TRANSACTION

Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:

The disclosure in Item 6 is incorporated herein by reference.

Stephen Evans-Freke, Michael Forer and Chris Martin no longer serve on the Board of Directors of the Issuer.

ITEM 5.
  INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference.

Set forth below is the aggregate number of Common Shares of the Issuer directly held (or held through a nominee), as of the date hereof, by the Reporting Persons.
 
 
 
 
Holder
  
Total Number of Common Shares
A.T. Holdings II
  
3,125 Common Shares (held by a nominee) over which A.T. Holdings II has voting and investment power
 
  
 
 
 
ADC Products
  
2,228,085 Common Shares
 
  
 
Stephen Evans-Freke
  24,509.352705 Common Shares
     
Peter B. Corr
  5,309.352705 Common Shares
                  
C.T. Phinco may be deemed to have voting and investment power over and thus beneficial ownership of the Common Shares beneficially owned by A.T. Holdings II as the Sole Member of A.T. Holdings II.  Auven Therapeutics may be deemed to have voting and investment power over and thus beneficial

ownership of the Common Shares beneficially owned by A.T. Holdings II as the Sole Member of C.T. Phinco.  Auven Therapeutics General may be deemed to have voting and investment power over and thus beneficial ownership of the Common Shares beneficially owned by A.T. Holdings II as the general partner of Auven Therapeutics.  Auven Therapeutics GP may be deemed to have voting and investment power over and thus beneficial ownership of the Common Shares beneficially owned by A.T. Holdings II as the general partner of Auven Therapeutics General.  Each of Stephen Evans-Freke and Peter B. Corr may be deemed to have voting and investment power over and thus beneficial ownership of the Common Shares beneficially owned by A.T. Holdings II as each is a Director and a 50% control person of Auven Therapeutics GP and a Principal of Auven Therapeutics.

A.T. Holdings II may be deemed to have voting and investment power over and thus beneficial ownership of the Common Shares beneficially owned by ADC Products as the 73.77% control person of ADC Products.  C.T. Phinco may be deemed to have voting and investment power over and thus beneficial ownership of the Common Shares beneficially owned by ADC Products as the Sole Member of A.T. Holdings II.  Auven Therapeutics may be deemed to have voting and investment power over and thus beneficial ownership of the Common Shares beneficially owned by ADC Products as the Sole Member of C.T. Phinco.  Auven Therapeutics General may be deemed to have voting and investment power over and thus beneficial ownership of the Common Shares beneficially owned by ADC Products as the general partner of Auven Therapeutics.  Auven Therapeutics GP may be deemed to have voting and investment power over and thus beneficial ownership of the Common Shares beneficially owned by ADC Products as the general partner of Auven Therapeutics General.  Each of Stephen Evans-Freke and Peter B. Corr may be deemed to have voting and investment power over and thus beneficial ownership of the Common Shares beneficially owned by ADC Products as each is a Director and a 50% control person of Auven Therapeutics GP and a Principal of Auven Therapeutics.

(c) On April 8, 2024, Stephen Evans-Freke sold 3,500 Common Shares in the open market for a total price of $17,650.30 (after fees) or approximately $5.04 per Common Share.  In addition, on April 17, 2024, Stephen Evans-Freke sold 5,000 Common Shares in the open market for a total price of $23,781.13 (after fees) or approximately $4.76 per Common Share. Except as disclosed in this Schedule 13D, as amended, there have been no transactions in securities of the Issuer during the 60 days prior to the date hereof by any of the Reporting Persons.

(d) The disclosure regarding the relationship between the Reporting Persons in Item 2(c) of this Schedule 13D is incorporated by reference herein.

(e) On April 23, 2024, the Reporting Persons ceased to be beneficial owners of more than five percent of the Common Shares.
   
ITEM 6.
  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of Schedule 13D is supplemented and superseded, as the case may be, as follows:

As previously disclosed, A.T. Holdings II is a borrower under the Credit and Security Agreement and has pledged to the lenders party thereto all of the Common Shares beneficially owned by it or afterward acquired by it to secure the lending by such lenders to A.T. Holdings II pursuant to the Credit and Security Agreement.  As a result of A.T. Holdings II’s failure to pay all outstanding principal balance and all other obligations, plus accrued and unpaid interest thereon, under the Credit and Security Agreement, by the maturity date, an automatic event of default under the Credit and Security Agreement was triggered.  On April 23, 2024, Oaktree Fund Administration, LLC, as administrative agent on behalf of the lenders under the Credit and Security Agreement (the “Agent”) exercised its rights pursuant to the pledge by A.T. Holdings II to foreclose on and take control of 4,099,338 Common Shares (the “Foreclosed Shares”) that were held by A.T. Holdings II (the “Foreclosure”).  As a result of the Foreclosure, A.T. Holdings II and its control persons no longer beneficially own the Foreclosed Shares.  The Foreclosed Shares were transferred to an account of an affiliate of the Agent, to be held on behalf of the Agent, on April 25, 2024.


SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated as of April 25, 2024
 
A.T. HOLDINGS II SÁRL
 
 
By:
 
/s/ Stephen Evans-Freke
 
Name:
 
Stephen Evans-Freke
 
Title:
 
Managing Director
 
 
 
 
 
By:
 
/s/ Peter B. Corr
 
Name:
 
Peter B. Corr
 
Title:
 
Managing Director
 
 
C.T. PHINCO SÁRL
 
 
By:
 
/s/ Stephen Evans-Freke
 
Name:
 
Stephe n Evans-Freke
 
Title:
 
Class A Manager
 
 
 
 
 
By:
 
/s/ Luis Tavares
 
Name:
 
Luis Tavares
 
Title:
 
Class B Manager
 
 
ADC PRODUCTS SWITZERLAND SÁRL
 
 
 
 
By:
 
/s/ Stephen Evans-Freke
 
Name:
 
Stephen Evans-Freke
 
Title:
 
Managing Director
 
 
By:
 
/s/ Peter B. Corr
 
Name:
 
Peter B. Corr
 
Title:
 
Managing Director
 
 
 
 
 
AUVEN THERAPEUTICS HOLDINGS L.P.
 
 
By:
 
By:
 
 
Auven Therapeutics General L.P., its general partner
 
Auven Therapeutics GP Ltd., its general partner
 
 
By:
 
 
/s/ Stephen Evans-Freke
 
Name:
 
Stephen Evans-Freke
 
Title:
 
Director
 
 
AUVEN THERAPEUTICS GENERAL L.P.
 
 
By:
 
 
Auven Therapeutics GP Ltd., its general partner
 
 
By:
 
 
/s/ Stephen Evans-Freke
 
Name:
 
Stephen Evans-Freke
 
Title:
 
Director
 
 
AUVEN THERAPEUTICS GP LTD.
 
 
 
 
By:
 
/s/ Stephen Evans-Freke
 
Name:
 
Stephen Evans-Freke
 
Title:
 
Director
 
 
 
 
By:
 
/s/ Stephen Evans-Freke
 
 
 
 
By:
 
/s/ Peter B. Corr