Statement of Ownership (sc 13g)
02 February 2021 - 8:09AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Forma Therapeutics
Holdings, Inc.
(Name of Issuer)
Common Stock, $0.001
par value per share
(Title of Class of Securities)
34633R 104
(CUSIP Number)
December 31, 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:
*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. 34633R 104
|
13G
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Page
2 of 6 Pages
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1.
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Names of Reporting Persons
Novartis Bioventures Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (see instructions)
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|
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(a)
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¨
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(b)
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¨
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
Switzerland
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
2,991,705
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
2,991,705
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9.
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Aggregate Amount Beneficially Owned by
Each Reporting Person
2,991,705
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
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¨
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11.
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Percent of Class Represented by Amount
in Row 9
6.69%
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12.
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Type of Reporting Person (see instructions)
CO
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CUSIP
No. 34633R 104
|
13G
|
Page
3 of 6 Pages
|
1.
|
Names of Reporting Persons
Novartis AG
|
2.
|
Check the Appropriate Box if a Member of a Group (see instructions)
|
|
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(a)
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¨
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(b)
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¨
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
Switzerland
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
2,991,705
|
7.
|
Sole Dispositive Power
0
|
8.
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Shared Dispositive Power
2,991,705
|
9.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
2,991,705
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨
|
11.
|
Percent of Class Represented by Amount
in Row 9
6.69%
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12.
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Type of Reporting Person (see instructions)
CO
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CUSIP
No. 34633R 104
|
13G
|
Page
4 of 6 Pages
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Item 1(a).
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Name of Issuer:
Forma Therapeutics Holdings, Inc.
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Item 1(b).
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Address of Issuer’s Principal
Executive Offices:
500 Arsenal Street, Suite 100, Watertown
MA 02472
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Item 2(a).
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Name of Person Filing:
This statement is filed on behalf
of the following persons with respect to the shares of Common Stock of the Issuer:
(i) Novartis Bioventures Ltd., a
Swiss corporation, with respect to shares held by it; and
(ii) Novartis AG, a Swiss corporation,
as the publicly owned parent of Novartis Bioventures Ltd., with respect to the shares held by Novartis Bioventures Ltd.
The foregoing persons are hereinafter
referred to collectively as the “Reporting Persons.”
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Item 2(b).
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Address of Principal Business
Office or, if none, Residence:
The address of the principal business
office of Novartis Bioventures Ltd. and Novartis AG is Lichtstrasse 35, 4056 Basel, Switzerland.
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Item 2(c).
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Citizenship:
Novartis Bioventures Ltd. is a corporation
organized under the laws of Switzerland and is an indirect wholly-owned subsidiary of Novartis AG.
Novartis AG is a corporation organized
under the laws of Switzerland and is the publicly owned parent of Novartis Bioventures Ltd.
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Item 2(d).
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Title of Class of Securities:
Common Stock, par value $0.001 per
share (“Common Stock”).
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Item 2(e).
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CUSIP Number:
34633R 104.
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Item 3.
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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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¨
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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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¨
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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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¨
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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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¨
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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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¨
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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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¨
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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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¨
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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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¨
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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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¨
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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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¨
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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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¨
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Group, in accordance with §240.13d–1(b)(1)(ii)(K).
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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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CUSIP
No. 34633R 104
|
13G
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Page
5 of 6 Pages
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(a)
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Amount Beneficially Owned:
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Novartis Bioventures
Ltd. is the record owner of 2,991,705 shares of Common Stock of the Issuer. As the indirect parent of Novartis Bioventures, Ltd.,
Novartis AG may be deemed to beneficially own these securities.
6.69% based upon
44,751,567 shares of Common Stock outstanding, as reported in the Issuer’s prospectus dated December 12, 2020 filed with
the SEC pursuant to Rule 424(b)(4) of the Securities Act of 1933.
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(c)
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Number of shares as to which each Reporting Person has:
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(i)
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Sole power to vote or to direct the vote: Not applicable
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(ii)
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Shared power to vote or to direct the vote: 2,991,705
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(iii)
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Sole power to dispose or to direct the disposition of: Not applicable
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(iv)
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Shared power to dispose or to direct the disposition of: 2,991,705
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Item 5.
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Ownership of 5 Percent or Less of a Class
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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 ¨.
Item 6.
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Ownership of More than 5 Percent on Behalf of Another
Person
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Not Applicable
Item 7.
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Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not Applicable
Item 8.
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Identification and Classification of Members of the
Group
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Not Applicable
Item 9.
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Notice of Dissolution of a Group
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Not Applicable
CUSIP
No. 34633R 104
|
13G
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Page
6 of 6 Pages
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Not applicable.
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: February 1, 2021
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Novartis Bioventures
Ltd.
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/s/ Bart Dzikowski
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Name: Bart Dzikowski
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Title: Secretary of the
Board
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/s/ Beat Steffen
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Name: Beat Steffen
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Title: Authorized Signatory
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Novartis AG
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/s/
Bart Dzikowski
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Name: Bart Dzikowski
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Title: Authorized Signatory
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/s/ Beat Steffen
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Name: Beat Steffen
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Title: Authorized Signatory
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