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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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
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
Under the Securities Exchange Act of 1934
(Amendment No. )
Clene Inc.
(Name of Issuer)
Common Stock, $.0001 par value
(Title of Class of Securities)
G8959N130
(CUSIP Number)
December 30, 2020
(Date of Event Which Requires Filing of this Statement)
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).
Page 2 of 5
| CUSIP No. G8959N130 | |||||
| 1. |
Names of Reporting Persons I.R.S.
Identification Nos. of Above Persons (entities only) 52-1984749 | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | ¨ | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship or Place of Organization Delaware | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 4,168,814 | |||
| 6. | Shared Voting Power 0 | ||||
| 7. | Sole Dispositive Power 4,168,814 | ||||
| 8. | Shared Dispositive Power 0 | ||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,168,814 | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| 11. | Percent of Class Represented by Amount in Row (9) 7.00% | ||||
| 12. | Type of Reporting Person (See Instructions) CO | ||||
Page 3 of 5
| Item 1. | |||
| (a) | Name of Issuer: Clene Inc. | ||
| (b) | Address of Issuer’s Principal Executive Offices: 6550 South Millrock Drive, Suite G50, Salt Lake City, Utah | ||
| Item 2. | |||
| (a) |
Name
of Persons Filing:
| ||
| (b) |
Address
of Principal Business Office or, if none, Residence: Silver Spring, MD 20910 | ||
| (c) | Citizenship: United Therapeutics Corporation is a Delaware corporation | ||
| (d) | Title of Class of Securities: Common Stock | ||
| (e) | CUSIP Number: G8959N130 | ||
| Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable | ||
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ¨ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). | |
| (k) | ¨ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). | |
Page 4 of 5
| Item 4. | Ownership. | ||
| (a) |
Amount beneficially owned:
4,168,814
| ||
| (b) | Percent of class: 7.00% | ||
| (c) | Number of shares as to which the person has: | ||
| (i) |
Sole power to vote or to direct the vote
4,168,814 | ||
| (ii) |
Shared power to vote or to direct the vote
0 | ||
| (iii) |
Sole power to dispose or to direct the disposition of
4,168,814 | ||
| (iv) |
Shared power to dispose or to direct the disposition of
0 | ||
|
The shares owned by the reporting person include 208,441 shares held in escrow to satisfy indemnification obligations, if any, arising under the terms of the Merger Agreement dated as of September 1, 2020, by and among the issuer, Fortis Advisors LLC, a Delaware limited liability company as the representative of the shareholders, Tottenham Acquisition I Ltd, a British Virgin Islands company (the “Parent”), Chelsea Worldwide Inc., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Purchaser”), and Creative Worldwide Inc., a Delaware corporation and wholly-owned subsidiary of the Purchaser. During the six-month escrow period, the reporting person has the power to vote the shares held in escrow but does not have the ability to dispose of such shares. If any indemnification claims are satisfied by withholding part of or all of the escrow shares from their owners at the end of the escrow period, those escrow shares will be forfeited and cancelled by the issuer. | |||
| Item 5. | Ownership of Five 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 o. | |||
| Not applicable | |||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | ||
| Not applicable. | |||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported 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 my 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, other than activities solely in connection with a nomination under § 240.14a-11. | |||
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: January 8, 2021 | UNITED THERAPEUTICS CORPORATION | |
| By: | /s/ John S. Hess, Jr. | |
| Name: | John S. Hess, Jr. | |
| Title: | Executive Vice President, Deputy General Counsel and Assistant Secretary | |