Statement of Ownership (sc 13g)
06 December 2016 - 8:52AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
W
ASHINGTON
, D.C. 20549
SCHEDULE 13G
U
NDER
THE
S
ECURITIES
E
XCHANGE
A
CT
OF
1934
(Amendment No. )*
Spring Bank
Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
849431101
(CUSIP Number)
November 23, 2016
(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)
☐
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
Page 1 of 10
CUSIP No. 849431101
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1.
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Name of
Reporting Persons
UBS Oncology Impact Fund L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b)
☒
1
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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
Cayman Islands
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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
603,070 (See Items 2 and 4 herein)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
603,070 (See Items 2 and 4 herein)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
603,070 (See Items 2 and 4 herein)
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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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11.
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Percent of Class Represented by Amount
in Row (9)
6.4%*
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12.
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Type of Reporting Person (See
Instructions)
PN
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*
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This percentage is calculated based upon 9,412,718 shares of Spring Bank Pharmaceuticals, Inc.s (the Issuers) Common Stock, which is the sum of: (i) 7,767,981 shares of the Issuers
Common Stock outstanding on October 27, 2016, as set forth in the Issuers most recent Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on October 28, 2016 and (ii) 1,644,737 shares of the
Issuers Common Stock issued pursuant to the Securities Purchase Agreement dated as of November 18, 2016 (the SPA).
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1
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This Schedule 13G is being filed jointly by the Reporting Persons, as hereinafter defined. Such Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
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Page 2 of 10
CUSIP No. 849431101
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1.
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Name of
Reporting Persons
Oncology Impact Fund (Cayman) Management L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b)
☒
1
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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
Cayman Islands
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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
603,070 (See Items 2 and 4 herein)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
603,070 (See Items 2 and 4 herein)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
603,070 (See Items 2 and 4 herein)
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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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11.
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Percent of Class Represented by Amount
in Row (9)
6.4%*
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12.
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Type of Reporting Person (See
Instructions)
PN
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*
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This percentage is calculated based upon 9,412,718 shares of Issuers Common Stock outstanding, which is the sum of: (i) 7,767,981 shares of the Issuers Common Stock outstanding on October 27, 2016,
as set forth in the Issuers most recent Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on October 28, 2016 and (ii) 1,644,737 shares of the Issuers Common Stock issued pursuant to the SPA.
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1
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This Schedule 13G is being filed jointly by the Reporting Persons, as hereinafter defined. Such Reporting Persons expressly disclaim status as a group for
purposes of this Schedule 13G.
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Page 3 of 10
CUSIP No. 849431101
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1.
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Name of
Reporting Persons
MPM Oncology Impact Management LP
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b)
☒
1
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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
Delaware
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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
603,070 (See Items 2 and 4 herein)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
603,070 (See Items 2 and 4 herein)
|
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
603,070 (See Items 2 and 4 herein)
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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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11.
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Percent of Class Represented by Amount
in Row (9)
6.4%*
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12.
|
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Type of Reporting Person (See
Instructions)
PN
|
*
|
This percentage is calculated based upon 9,412,718 shares of Issuers Common Stock outstanding, which is the sum of: (i) 7,767,981 shares of the Issuers Common Stock outstanding on October 27, 2016,
as set forth in the Issuers most recent Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on October 28, 2016 and (ii) 1,644,737 shares of the Issuers Common Stock issued pursuant to the SPA.
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1
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This Schedule 13G is being filed jointly by the Reporting Persons, as hereinafter defined. Such Reporting Persons expressly disclaim status as a group for
purposes of this Schedule 13G.
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Page 4 of 10
CUSIP No. 849431101
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1.
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Name of
Reporting Persons
MPM Oncology Impact Management GP LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b)
☒
1
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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
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
603,070 (See Items 2 and 4 herein)
|
|
6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
603,070 (See Items 2 and 4 herein)
|
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
603,070 (See Items 2 and 4 herein)
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10.
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|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
|
11.
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Percent of Class Represented by Amount
in Row (9)
6.4%*
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12.
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Type of Reporting Person (See
Instructions)
OO
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*
|
This percentage is calculated based upon 9,412,718 shares of Issuers Common Stock outstanding, which is the sum of: (i) 7,767,981 shares of the Issuers Common Stock outstanding on October 27, 2016,
as set forth in the Issuers most recent Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on October 28, 2016 and (ii) 1,644,737 shares of the Issuers Common Stock issued pursuant to the SPA.
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1
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This Schedule 13G is being filed jointly by the Reporting Persons, as hereinafter defined. Such Reporting Persons expressly disclaim status as a group for
purposes of this Schedule 13G.
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Page 5 of 10
CUSIP No. 849431101
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1.
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Name of
Reporting Persons
Ansbert Gadicke
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b)
☒
1
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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
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
|
|
Sole Voting Power
603,070 (See Items 2 and 4 herein)
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6.
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Shared Voting Power
0
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7.
|
|
Sole Dispositive Power
603,070 (See Items 2 and 4 herein)
|
|
8.
|
|
Shared Dispositive Power
0
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
603,070 (See Items 2 and 4 herein)
|
10.
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
|
11.
|
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Percent of Class Represented by Amount
in Row (9)
6.4%*
|
12.
|
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Type of Reporting Person (See
Instructions)
IN
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*
|
This percentage is calculated based upon 9,412,718 shares of Issuers Common Stock outstanding, which is the sum of: (i) 7,767,981 shares of the Issuers Common Stock outstanding on October 27, 2016,
as set forth in the Issuers most recent Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on October 28, 2016 and (ii) 1,644,737 shares of the Issuers Common Stock issued pursuant to the SPA.
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1
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This Schedule 13G is being filed jointly by the Reporting Persons, as hereinafter defined. Such Reporting Persons expressly disclaim status as a group for
purposes of this Schedule 13G.
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Page 6 of 10
Item 1.
Spring Bank Pharmaceuticals, Inc.
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(b)
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Address of Issuers Principal Executive Offices
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86 South Street
Hopkinton MA 01748
Item 2.
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(a)
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Name of Person Filing
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UBS Oncology Impact Fund L.P. (UBS)
Oncology Impact Fund (Cayman) Management, L.P. (OIF Cayman)
MPM Oncology Impact Management, LP (MPM LP)
MPM Oncology Impact Management GP LLC (MPM GP)
Ansbert Gadicke
See attached
Exhibit A, which is a copy of their agreement in writing to file this statement on behalf of each of them.
2
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(b)
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Address of Principal Business Office or, if none, Residence
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c/o MPM Capital
450 Kendall Street
Cambridge,
MA 02142
UBS and OIF Cayman are organized in the Cayman Islands and MPM LP and MPM GP are
organized in Delaware. Dr. Gadicke is a United States citizen.
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(d)
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Title of Class of Securities
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Common Stock
849431101
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:
Not applicable
2
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Dr. Gadicke is the Managing Member of MPM GP which is the indirect General Partner of UBS, the record holder of the securities.
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Page 7 of 10
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a)
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Amount beneficially owned:
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As of November 23, 2016: UBS beneficially owns 603,070 shares of Common Stock.
OIF Cayman, as the general partner of UBS, MPM LP as the general Partner of OIF Cayman, MPM GP as the general partner of MPM LP and Dr. Gadicke, the Managing Member of MPM GP, may be deemed to indirectly beneficially own the shares of Common
Stock.
Based on 9,412,718 shares of Issuers Common Stock, which is the sum of:
(i) 7,767,981 shares of the Issuers Common Stock outstanding on October 27, 2016, as set forth in the Issuers most recent Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on October 28, 2016
and (ii) 1,644,737 shares of the Issuers Common Stock issued pursuant to the SPA, the 603,070 shares of Common Stock beneficially owned by UBS (and which may be deemed beneficially owned by OIF Cayman, MPM LP, MPM GP and Dr. Gadicke)
constituted 6.4% of the shares outstanding.
(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote UBS has sole power to vote the 603,070 shares of Common Stock owned by UBS, and OIF Cayman, MPM LP, MPM GP and Dr. Gadicke have sole power to direct the vote of the
shares owned by UBS.
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(ii)
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Shared power to vote or to direct the vote None
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(iii)
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Sole power to dispose or to direct the disposition of UBS has sole power to dispose of the 603,070 shares of Common Stock owned by UBS, and OIF Cayman, MPM LP, MPM GP and Dr. Gadicke have sole power to
direct the disposition of the shares owned by UBS.
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(iv)
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Shared power to dispose or to direct the disposition of None
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Item 5.
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Ownership of Five 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 five percent of the class of securities, check the following ☐.
Item 6.
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Ownership of More than Five 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
Page 8 of 10
By signing below, each of the undersigned certifies that, to the best of their 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.
Page 9 of 10
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: December 5, 2016
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UBS O
NCOLOGY
I
MPACT
F
UND
L.P.
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O
NCOLOGY
I
MPACT
F
UND
(C
AYMAN
) M
ANAGEMENT
L.P.
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By:
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Oncology Impact Fund (Cayman) Management L.P.,
its General Partner
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By:
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MPM Oncology Impact Management LP,
its General
Partner
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By:
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MPM Oncology Impact Management LP,
its General
Partner
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By:
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MPM Oncology Impact Management LLC,
its General
Partner
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By:
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MPM Oncology Impact Management LLC,
its General
Partner
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By:
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/s/ Ansbert Gadicke
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Name: Ansbert Gadicke
Title: Managing
Member
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By:
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/s/ Ansbert Gadicke
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Name: Ansbert Gadicke
Title: Managing
Member
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MPM O
NCOLOGY
I
MPACT
M
ANAGEMENT
LP
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MPM O
NCOLOGY
I
MPACT
M
ANAGEMENT
LLC
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By:
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MPM Oncology Impact Management LLC,
its General
Partner
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By:
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/s/ Ansbert Gadicke
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Name: Ansbert Gadicke
Title: Managing
Member
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By:
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/s/ Ansbert Gadicke
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Name: Ansbert Gadicke
Title: Managing
Member
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/s/ Ansbert Gadicke
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A
NSBERT
G
ADICKE
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EXHIBITS
A:
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Joint Filing Agreement
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Page 10 of 10
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