Amended Statement of Beneficial Ownership (sc 13d/a)
19 February 2020 - 8:37AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 2)
MORPHIC
HOLDING, INC.
(Name
of Issuer)
Common
Stock, Par Value $0.0001
(Title
of Class of Securities)
61775R
10 5
(CUSIP
Number)
Victoria
A. Whyte
GlaxoSmithKline
plc
980
Great West Road
Brentford,
Middlesex TW8 9GS
England
Telephone:
+44 (0)208 047 5000
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February
12, 2020
(Date
of Event which Requires Filing of this 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7
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.
Cusip
No. 61775R 10 5
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13
D/A2
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Page
2 of 7
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1.
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GlaxoSmithKline plc
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS (see instructions)
WC
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☒
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
England and Wales
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE
VOTING POWER
1,533,772
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8.
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SHARED
VOTING POWER
-0-
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9.
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SOLE
DISPOSITIVE POWER
1,533,772
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10.
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SHARED
DISPOSITIVE POWER
-0-
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,533,772 shares of Common Stock (1)
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
of the shares of Common Stock (2)
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14.
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TYPE
OF REPORTING PERSON (see instructions)
CO
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Footnotes:
(1)
Common Stock are held directly by S.R. One, Limited (“SR One”), an indirect,
wholly-owned subsidiary of GlaxoSmithKline plc.
(2)
Based upon 30,483,521 shares of the Issuer’s Common Stock outstanding as of November 11, 2019, as reported in the
Issuer’s quarterly report on the Form 10-Q for the quarter period ending September 30, 2019, filed with the Securities
and Exchange Commission (the “SEC”) on November 12, 2019.
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Cusip
No. 61775R 10 5
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13
D/A2
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Page
3 of 7
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Item
1. Security and Issuer.
This
Amendment No. 2 to Schedule 13D (this “Statement”) amends and supplements the statement on Schedule 13D originally
filed on July 12, 2019 and amended on July 25, 2019 (the “Schedule 13D”) with respect to the shares of common stock,
par value $0.0001 per share (the “Common Stock”), of Morphic Holding, Inc., a Delaware corporation (the “Issuer”).
The Issuer’s principal executive offices are located at 35 Gatehouse Drive, A2, Waltham, Massachusetts 02451. Unless otherwise
indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.
Item
2. Identity and Background.
The
response set forth in Item 2 of the Schedule 13D is hereby amended by deleting Schedule 1 in its entirety and replacing it with
Schedule 1 attached.
Item
5. Interest in Securities of the Issuer.
The
response set forth in Item 5 of the Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing
it with the following:
(a),
(b) The information contained in rows 7, 8, 9, 10, 11, and 13 on each of the cover pages of this Statement is incorporated by
reference in its entirety into this Item 5.
(c)
On February 12, 2020, S.R. One disposed an aggregate amount of 1,100,000 shares of Common Stock at a sale price of $18.50 per
share. The disposition was made in an open market transaction through a broker on the Nasdaq Global Market.
(d)
No person, other than GlaxoSmithKline plc, is known to have the right to receive or the power to direct the receipt of dividends
from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by GlaxoSmithKline plc.
(e)
Not applicable.
Cusip
No. 61775R 10 5
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13
D/A2
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Page
4 of 7
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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 18, 2020
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GLAXOSMITHKLINE
PLC
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By:
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/s/ Victoria A. Whyte
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Name:
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Victoria A. Whyte
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Title:
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Authorized Signatory
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Cusip
No. 61775R 10 5
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D/A2
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Page
5 of 7
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SCHEDULE
1
Name
|
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Business
Address
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Principal
Occupation or Employment
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Citizenship
|
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Board
of Directors
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Emma
Walmsley
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Executive
Director and Chief Executive Officer
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British
|
Manvinder
Singh Banga
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Company
Director
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British
& Indian
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Dr.
Hal Barron
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269
E. Grand Avenue,
South
San Francisco,
CA
94080
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Chief
Scientific Officer & President, R&D
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US
|
Dr.
Vivienne Cox
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Company
Director
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British
|
Lynn
Elsenhans
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Company
Director
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US
|
Dr.
Jesse Goodman
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Company
Director
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US
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Dr.
Laurie Glimcher
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Company
Director
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US
|
Judy
Lewent
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Company
Director
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US
|
Iain
MacKay
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Executive
Director & Chief Financial Officer
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British
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Urs
Rohner
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Company
Director
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Swiss
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Jonathan
Symonds
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Chairman
and Company Director
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British
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Cusip
No. 61775R 10 5
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13
D/A2
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Page
6 of 7
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Name
|
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Business
Address
|
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Principal
Occupation or Employment
|
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Citizenship
|
|
|
|
|
|
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Corporate
Executive Team
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Emma
Walmsley
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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|
Executive
Director and Chief Executive Officer
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|
British
|
Dr.
Hal Barron
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269
E. Grand Avenue,
South
San Francisco,
CA
94080
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Chief
Scientific Officer & President, R&D
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US
|
Roger
Connor
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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President,
Global Vaccines
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Irish
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Diana
Conrad
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Senior
Vice President, Human Resoures
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Canadian
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James
Ford
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Senior
Vice President & General Counsel
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British
& US
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Nick
Hirons
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Senior
Vice President, Global Ethics and Compliance
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British
& US
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Sally
Jackson
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Senior
Vice President, Global Communications and CEO Office
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British
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Iain
MacKay
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Executive
Director & Chief Financial Officer
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British
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Brian
McNamara
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184
Liberty Corner Road
Warren
NJ, 07059
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Chief
Executive Officer, GSK Consumer Healthcare
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US
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Cusip
No. 61775R 10 5
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13
D/A2
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Page
7 of 7
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Name
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Business
Address
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Principal
Occupation or Employment
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Citizenship
|
|
|
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Luke
Miels
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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President,
Global Pharmaceuticals
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Australian
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David
Redfern
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Chief
Strategy Officer
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British
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Regis
Simard
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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President
Pharmaceutical Supply Chain
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French
& British
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Karenann
Terrell
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Chief
Digital and Technology Officer
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Canadian
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Philip
Thomson
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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President,
Global Affairs
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British
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Deborah
Waterhouse
|
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
|
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Chief
Executive Officer of ViiV Healthcare
|
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British
|
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