Statement of Ownership (sc 13g)
04 October 2021 - 11:54PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
JASPER
THERAPEUTICS, InC.
(Name of Issuer)
Voting
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
471871
103
_________________________________
(CUSIP Number)
September 24, 2021
(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)
þ 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).
CUSIP No. 471871 103
|
1
|
Name of
Reporting Person
Roche Finance Ltd
|
|
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
Switzerland
|
|
number
of
shares
beneficially
owned by
each
reporting
person with
|
5
|
Sole Voting
Power
0
|
|
6
|
Shared
Voting Power
4,624,606 (1)
|
|
7
|
Sole
Dispositive Power
0
|
|
8
|
Shared
Dispositive Power
4,624,606 (1)
|
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,624,606 (1)
|
|
10
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
11
|
Percent
of Class Represented by Amount in Row (9)
12.7%(2)
|
|
12
|
Type of
Reporting Person (See Instructions)
CO
|
|
|
|
|
|
(1) Roche Finance Ltd (“Roche Finance”) is
the direct beneficial owner of these securities of the Issuer. Roche Finance is a wholly-owned subsidiary of Roche Holding Ltd, a Swiss
corporation whose shares are traded on the SIX Swiss Exchange. Roche Holding Ltd is the indirect beneficial owner of these securities
of the Issuer.
(2)
Percentage based on 36,520,288 shares of the Issuer’s Voting Common Stock outstanding as of September 24, 2021, as reported in the
Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2021 (the “Form 8-K”).
CUSIP No. 471871 103
|
1
|
Name of
Reporting Person
Roche Holding Ltd
|
|
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
Switzerland
|
|
number
of
shares
beneficially
owned by
each
reporting
person with
|
5
|
Sole Voting
Power
0
|
|
6
|
Shared
Voting Power
4,624,606 (3)
|
|
7
|
Sole
Dispositive Power
0
|
|
8
|
Shared
Dispositive Power
4,624,606 (3)
|
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,624,606 (3)
|
|
10
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
11
|
Percent
of Class Represented by Amount in Row (9)
12.7%(4)
|
|
12
|
Type of
Reporting Person (See Instructions)
CO
|
|
|
|
|
|
(3)
Roche Finance is the direct beneficial owner of these securities of the Issuer. Roche Finance is a wholly-owned subsidiary of Roche Holding
Ltd, a Swiss corporation whose shares are traded on the SIX Swiss Exchange. Roche Holding Ltd is the indirect beneficial owner of these
securities of the Issuer.
(4)
Percentage based on 36,520,288 shares of the Issuer’s Voting Common Stock outstanding as of September 24, 2021, as reported in the
Form 8-K.
Item 1.
(a) Name
of Issuer
Jasper Therapeutics, Inc.
(b) Address
of Issuer’s Principal Executive Offices
2200 Bridge Parkway, Suite #102
Redwood City, CA 94065
Item 2.
(a) Names
of Persons Filing
Roche
Finance Ltd
Roche Holding Ltd
(b) Address
of Principal Business office or, if None, Residence
Roche Finance Ltd
Grenzacherstrasse 122
4070 Basel, Switzerland
Roche Holding Ltd
Grenzacherstrasse 124
4070 Basel, Switzerland
(c) Citizenship
Roche
Finance Ltd: Switzerland
Roche Holding Ltd: Switzerland
(d) Title of Class of Securities
Voting Common Stock, par value $0.0001
(e) CUSIP Number
471871 103
|
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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:
|
|
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(a)
|
¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
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(b)
|
¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
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(c)
|
¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
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(d)
|
¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
|
|
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(e)
|
¨
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
|
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(f)
|
¨
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
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(g)
|
¨
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
|
¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
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(i)
|
¨
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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);
|
|
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(j)
|
¨
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
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(k)
|
¨
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: _________
|
|
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(a)
|
Amount beneficially owned by each of the Reporting Persons:
4,624,606 (1)
|
|
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(b)
|
Percent of class held by each of the Reporting Persons: 12.7%
(2)
|
|
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(c)
|
Number of shares as to which each of the Reporting Persons has:
|
|
|
(i)
|
Sole power to vote or to direct the vote:
|
0
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
4,624,606 (1)
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
4,624,606 (1)
(1) Roche Finance Ltd (“Roche
Finance”) is the direct beneficial owner of these securities of the Issuer. Roche Finance is a wholly-owned subsidiary of Roche
Holding Ltd, a publicly-held corporation. Roche Holding Ltd is the indirect beneficial owner of these securities of the Issuer.
(2) Percentage based on 36,520,288
shares of the Issuer’s Voting Common Stock outstanding as of September 24, 2021, as reported in the Issuer’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on September 29, 2021.
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Item 5.
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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 ¨
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Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
N/A.
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Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
or Control Person.
|
Roche
Finance Ltd is a wholly-owned subsidiary of Roche Holding Ltd.
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
N/A.
|
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Item 9.
|
Notice of Dissolution of Group.
|
N/A.
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: October 4th, 2021
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ROCHE FINANCE LTD
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By:
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/s/
Beat Kraehenmann
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Name: Beat Kraehenmann
Title: Authorized Signatory
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By:
|
/s/
Carole Nuechterlein
|
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Name: Carole Nuechterlein
Title: Authorized Signatory
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ROCHE HOLDING LTD
|
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By:
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/s/
Beat Kraehenmann
|
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Name: Beat Kraehenmann
Title: Authorized Signatory
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By:
|
/s/
Claudia Boeckstiegel
|
|
|
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Name: Claudia Boeckstiegel
Title: Authorized Signatory
|
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