Sec Form 13G Filing - Zang Jingwu Zhang filing for I-MAB SPONSORED ADS (IMAB) - 2023-02-08

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, D.C. 20549

 
SCHEDULE 13G
 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 
I-MAB
(Name of Issuer)
 
Ordinary Shares, par value of $0.0001 per share
(Title of Class of Securities)
 
44975P103**
(CUSIP Number)
 
December 31, 2022
(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)
 
     ¨ Rule 13d-1(c)
 
     x 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.

 

** There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 44975P 103 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, which are quoted on the Nasdaq Global Market under the symbol “IMAB.” Each 10 ADSs represents 23 Ordinary Shares.

 
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).

 

 

 

  

 

 

1

NAMES OF REPORTING PERSONS

Jingwu Zhang Zang

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5

SOLE VOTING POWER

 

10,155,292*

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

10,155,292*

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,155,292

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.32%**

12

TYPE OF REPORTING PERSON

 

IN

       

*Represents (i) 3,235,161 ordinary shares directly held by Mabcore Limited, a British Virgin Islands company, (ii) 207,765 ordinary shares held by Dr. Zang through The 2019 Hasselt Revocable Trust, (iii) 5,962,625 ordinary shares, including 114,890 ordinary shares in the form of ADSs, held by Dr. Zang through The Doctor Zang 2020 Dynasty Trust, and (iv) 602,858 ordinary shares in the form of ADSs and 146,883 ordinary shares issuable upon exercise of options exercisable within 60 days after December 31, 2022 held by Dr. Zang. The 2019 Hasselt Revocable Trust was established under the laws of the State California and is co-managed by Dr. Zang and Ms. Zang (Dr. Zang’s spouse), each as a settlor and a trustee. The Doctor Zang 2020 Dynasty Trust was established under the laws of the State of California and is co-managed by Dr. Zang, as the settlor and the investment trustee, and by Ms. Zang, as the trustee.

 

** Based on 190,879,919 ordinary shares outstanding as of December 31, 2022 (excluding 2,961,319 ordinary shares issued to the depositary bank of I-Mab for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans of I-Mab).

 

  

 

 

1

NAMES OF REPORTING PERSONS

Mabcore Limited*

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5

SOLE VOTING POWER

 

3,235,161

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

3,235,161

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,235,161

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.69%**

12

TYPE OF REPORTING PERSON

 

CO

       

* Dr. Zang, through himself and The Jingwu Zhang Zang 2018 Irrevocable Family Trus t, owns a 55.6% equity interest in Mabcore Limited. Three other individuals own the remaining equity interest in Mabcore Limited. Dr. Zang is the sole director of Mabcore Limited. The Jingwu Zhang Zang 2018 Irrevocable Family Trust was established under the laws of New York and is co-managed by Ms. Zang, as the trustee, and by Dr. Zang, as the settlor. Pursuant to the currently effective memorandum and articles of association of Mabcore Limited, Dr. Zang, as the sole director, has the power to direct the actions of Mabcore Limited, including the voting and disposal of Mabcore Limited’s shares in I-Mab. Accordingly, Dr. Zang is deemed to indirectly own all of the 3,235,161 ordinary shares held by Mabcore Limited, while three other individuals are only entitled to their respective pro-rata economic interest in Mabcore Limited.

 

** Based on 190,879,919 ordinary shares outstanding as of December 31, 2022 (excluding 2,961,319 ordinary shares issued to the depositary bank of I-Mab for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans of I-Mab).

 

  

 

 

ITEM 1(a).NAME OF ISSUER:

 

I-Mab

 

ITEM 1(b).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

 

55th Floor, New Bund Center

555 West Haiyang Road, Pudong District

Shanghai, 200124

People’s Republic of China

 

ITEM 2(a).NAME OF PERSON FILING:

 

Jingwu Zhang Zang

Mabcore Limited

 

ITEM 2(b).ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:

 

Jingwu Zhang Zang

55th Floor, New Bund Center

555 West Haiyang Road, Pudong District

Shanghai, 200124

People’s Republic of China

 

Mabcore Limited

Trinity Chambers, P.O. Box 4301

Road Town, Tortola, British Virgin Islands

 

ITEM 2(c).CITIZENSHIP:

 

Jingwu Zhang Zang – United States

Mabcore Limited – British Virgin Islands

 

ITEM 2(d).TITLE OF CLASS OF SECURITIES:

 

Ordinary shares, par value of $0.0001 per share

 

ITEM 2(e).CUSIP NO.:

 

44975P 103

 

There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 44975P103 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, which are quoted on the Nasdaq Global Market under the symbol “IMAB.” Each 10 ADSs represents 23 Ordinary Shares.

 

ITEM 3.If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:

 

Not applicable

 

  

 

 

ITEM 4.OWNERSHIP

 

The following information with respect to the ownership of the ordinary shares of par value of $0.0001 per share of I-Mab by each of the reporting persons is provided as of December 31, 2022:

 

Reporting Person  Amount
beneficially owned:
   Percent of
class:
   Sole power to
vote or direct
the vote:
   Shared
power to
vote or to
direct the
vote:
   Sole power to
dispose or to
direct the
disposition of:
   Shared power
to dispose or
to direct the
disposition of:
 
Jingwu Zhang Zang   10,155,292    5.32    10,155,292    0    10,155,292    0 
Mabcore Limited   3,235,161    1.69    3,235,161    0    3,235,161    0 

 

The 10,155,292 ordinary shares of the Issuer beneficially owned by Dr. Jingwu Zhang Zang comprise (i) 3,235,161 ordinary shares directly held by Mabcore Limited as described below and (ii) 207,765 ordinary shares held by Dr. Zang through The 2019 Hasselt Revocable Trust, (iii) 5,962,625 ordinary shares, including 114,890 ordinary shares in the form of ADSs, held by Dr. Zang through The Doctor Zang 2020 Dynasty Trust, and (iv) 602,858 ordinary shares in the form of ADSs and 146,883 ordinary shares issuable upon exercise of options exercisable within 60 days after December 31, 2022 held by Dr. Zang. The 2019 Hasselt Revocable Trust was established under the laws of the State California and is co-managed by Dr. Zang and Ms. Zang, each as a settlor and a trustee. The Doctor Zang 2020 Dynasty Trust was established under the laws of the State of California and is co-managed by Dr. Zang, as the settlor and the investment trustee and by Ms. Zang, as the trustee.

 

Mabcore Limited, a British Virgin Islands company, directly holds 3,235,161 ordinary shares of the Issuer. Dr. Zang, through himself and The Jingwu Zhang Zang 2018 Irrevocable Family Trust, owns a 55.6% equity interest in Mabcore Limited. Three other individuals own the remaining equity interest in Mabcore Limited. Dr. Zang is the sole director of Mabcore Limited. The Jingwu Zhang Zang 2018 Irrevocable Family Trust was established under the laws of New York and is co-managed by Ms. Zang, as the trustee and by Dr. Zang, as the settlor. Pursuant to the currently effective memorandum and articles of association of Mabcore Limited, Dr. Zang, as the sole director, has the power to direct the actions of Mabcore Limited, including the voting and disposal of Mabcore Limited’s shares in I-Mab. Accordingly, Dr. Zang is deemed to indirectly own all of the 3,235,161 ordinary shares held by Mabcore Limited, while three other individuals are only entitled to their respective pro-rata economic interest in Mabcore Limited.

 

The percentage of the class of securities beneficially owned by each of the reporting persons as of December 31, 2022 is based on 190,879,919 ordinary shares outstanding as of December 31, 2022 (excluding 2,961,319 ordinary shares issued to the depositary bank of I-Mab for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans of I-Mab).

 

ITEM 5.OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

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

 

Not applicable

 

  

 

 

LIST OF EXHIBITS

 

Exhibit No.   Description
99.1   Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G/A filed on February 11, 2022 by the reporting persons with the Securities and Exchange Commission)

 

  

 

 

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 8, 2023

 

Jingwu Zhang Zang /s/ Jingwu Zhang Zang
  Jingwu Zhang Zang

 

Mabcore LimitedBy:/s/ Jingwu Zhang Zang
 Name:Jingwu Zhang Zang
 Title:Director