Amended Statement of Ownership (sc 13g/a)
15 February 2020 - 3:44AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
Organovo Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of
Securities)
68620A104
(CUSIP Number)
December 31, 2019
(Date of Event Which
Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
x Rule 13d-1(b)
¨ 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 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. 68620A104
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13G
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Page 2 of 5 Pages
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1.
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NAMES
OF REPORTING PERSONS
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ARK
Investment Management LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)¨
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(b)¨
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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
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Delaware,
United States
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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
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19,428,870
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6.
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SHARED
VOTING POWER
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70,569
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7.
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SOLE
DISPOSITIVE POWER
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19,499,439
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8.
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SHARED
DISPOSITIVE POWER
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0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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19,499,439
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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14.95%
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12.
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TYPE
OF REPORTING PERSON
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IA
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CUSIP No. 68620A104
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13G
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Page 3 of 5 Pages
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Item 1(a) Name of issuer:
Organovo Holdings, Inc.
Item 1(b) Address of issuer's principal executive offices:
440 Stevens Avenue
Solana Beach, CA 92075
Item 2(a) Name of person filing:
ARK Investment Management LLC
Item 2(b) Address or principal business office or, if none,
residence:
ARK Investment Management LLC
3 East 28th Street, 7th Floor
New York, NY 10016
Item 2(c) Citizenship:
Delaware, United States
Item 2(d) Title of class of securities:
Common Stock
Item 2(e) CUSIP No.:
68620A104
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:
(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) x 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 associations 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).
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
CUSIP No. 68620A104
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13G
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Page 4 of 5 Pages
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Item 4. Ownership
(a)
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Amount beneficially owned:
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19,499,439
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(b)
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Percent of class:
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14.95%
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(c)
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Number of shares as to which such person has:
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(i) Sole power to vote or to direct the vote: 19,428,870
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(ii) Shared power to vote or to direct the vote: 70,569
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(iii) Sole power to dispose or to direct the disposition of: 19,499,439
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(iv) Shared power to dispose or to direct the disposition of: 0
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Item 5. Ownership of 5 Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than 5 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.
CUSIP No. 68620A104
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13G
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Page 5 of 5 Pages
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Item 10. Certifications.
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business
and 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.
The reporting persons agree that this statement
is filed on behalf of each of them.
Dated: February 14, 2020
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ARK Investment Management LLC
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By:
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/s/ Kellen Carter
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Name:
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Kellen Carter
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Title:
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Chief Compliance Officer
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