UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
NuCana plc
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
67022C106
(CUSIP Number)
Armance Bordes
Sofinnova Partners SAS
7-11 blvd Haussmann
75009 Paris
France
+33 1 76 23 41 09
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2019
(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 Rule 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 (however, see the Notes).
| CUSIP No. 67022C106 | Page 2 of 10 |
| 1. |
Name of Reporting Persons
Sofinnova Capital VI FCPR (“SC VI”) | |
| 2. |
Check the Appropriate Box if a Member of a Group (see instructions) (a) (b) |
¨ x |
| 3. | SEC USE ONLY
| |
| 4. |
Source of Funds (see instructions)
WC | |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨ |
| 6. |
Citizenship or Place of Organization
France | |
|
Number of
|
7. |
Sole Voting Power
6,817,550 ordinary shares (including ordinary shares represented by American depositary shares), except that Sofinnova Partners SAS, a French corporation (“SP SAS”), the management company of SC VI, may be deemed to have sole voting power, and Denis Lucquin (“Lucquin”), Antoine Papiernik (“Papiernik”), Henrijette Richter (“Richter”), Monique Saulnier (“Saulnier”) and Graziano Seghezzi (“Seghezzi”), the managing partners of SP SAS, may be deemed to have shared power to vote these shares. |
| 8. |
Shared Voting Power
See row 7. | |
| 9. |
Sole Dispositive Power
6,817,550 ordinary shares (including ordinary shares represented by American depositary shares), except that SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Lucquin, Papiernik, Richter, Saulnier and Seghezzi, the managing partners of SP SAS, may be deemed to have shared power to dispose of these shares. | |
| 10. |
Shared Dispositive Power
See row 9. |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,817,550 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | ¨ |
| 13. |
Percent of Class Represented by Amount in Row 11
21.2% | |
| 14. |
Type of Reporting Person (see instructions)
00 | |
| CUSIP No. 67022C106 | Page 3 of 10 |
| 1. |
Name of Reporting Persons
Sofinnova Partners SAS, a French corporation (“SP SAS”) | |
| 2. |
Check the Appropriate Box if a Member of a Group (see instructions) (a) (b) |
¨ x |
| 3. | SEC USE ONLY
| |
| 4. |
Source of Funds (see instructions)
00 | |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨ |
| 6. |
Citizenship or Place of Organization
France | |
|
Number of
|
7. |
Sole Voting Power
6,817,550 ordinary shares (including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Lucquin, Papiernik, Richter, Saulnier and Seghezzi, the managing partners of SP SAS, may be deemed to have shared power to vote these shares. |
| 8. |
Shared Voting Power
See row 7. | |
| 9. |
Sole Dispositive Power
6,817,550 ordinary shares (including ordinary shares represented by American depositary shares), except that SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Lucquin, Papiernik, Richter, Saulnier and Seghezzi, the managing partners of SP SAS, may be deemed to have shared power to dispose of these shares. | |
| 10. |
Shared Dispositive Power
See row 9. |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,817,550 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | ¨ |
| 13. |
Percent of Class Represented by Amount in Row 11
21.2% | |
| 14. |
Type of Reporting Person (see instructions)
00 | |
| CUSIP No. 04351P101 | Page 4 of 10 |
| 1. |
Name of Reporting Persons
Denis Lucquin (“Lucquin”) | |
| 2. |
Check the Appropriate Box if a Member of a Group (see instructions) (a) (b) |
¨ x |
| 3. | SEC USE ONLY
| |
| 4. |
Source of Funds (see instructions)
00 | |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨ |
| 6. |
Citizenship or Place of Organization
French Citizen | |
|
Number of
|
7. |
Sole Voting Power
0 |
|
8. |
Shared Voting Power
6,817,550 ordinary shares (including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Lucquin, a managing partner of SP SAS, may be deemed to have shared power to vote these shares. | |
|
9. |
Sole Dispositive Power
0 | |
|
10. |
Shared Dispositive Power
6,817,550 ordinary shares (including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have power to dispose of these shares, and Lucquin, a managing partner of SP SAS, may be deemed to have shared power to dispose of these shares. |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,817,550
| |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨ |
| 13. |
Percent of Class Represented by Amount in Row 11
21.2%
| |
| 14. |
Type of Reporting Person (see instructions)
IN | |
| CUSIP No. 04351P101 | Page 5 of 10 |
| 1. |
Name of Reporting Persons
Antoine Papiernik (“Papiernik”) | |
| 2. |
Check the Appropriate Box if a Member of a Group (see instructions) (a) (b) |
¨ x |
| 3. | SEC USE ONLY
| |
| 4. |
Source of Funds (see instructions)
00 | |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨ |
| 6. |
Citizenship or Place of Organization
French Citizen | |
|
Number of
|
7. |
Sole Voting Power
0 |
| 8. |
Shared Voting Power
6,817,550 ordinary shares (including ordinary shares represented by ADSs), of which 6,817,550 shares are owned directly by SC VI. SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Papiernik, a managing partner of SP SAS, may be deemed to have shared power to vote these shares. | |
| 9. |
Sole Dispositive Power
0 | |
| 10. |
Shared Dispositive Power
6,817,550 ordinary shares (including ordinary shares represented by ADSs), of which 6,817,550 shares are owned directly by SC VI. SP SAS, the management company of SC VI, may be deemed to have power to dispose of these shares, and Papiernik, a managing partner of SP SAS, may be deemed to have shared power to dispose of these shares. |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,817,550
| |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨ |
| 13. |
Percent of Class Represented by Amount in Row 11
21.2%
| |
| 14. | Type of Reporting Person (see instructions)
IN | |
| CUSIP No. 04351P101 | Page 6 of 10 |
| 1. |
Name of Reporting Persons
Henrijette Richter (“Richter”) | |
| 2. |
Check the Appropriate Box if a Member of a Group (see instructions) (a) (b) |
¨ x |
| 3. | SEC USE ONLY
| |
| 4. |
Source of Funds (see instructions)
00 | |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨ |
| 6. |
Citizenship or Place of Organization
Danish Citizen | |
|
Number of
|
7. |
Sole Voting Power
0 |
|
8. |
Shared Voting Power
6,817,550 ordinary shares (including ordinary shares represented by ADSs), of which 6,817,550 shares are owned directly by SC VI. SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Richter, a managing partner of SP SAS, may be deemed to have shared power to vote these shares. | |
|
9. |
Sole Dispositive Power
0 | |
|
10. |
Shared Dispositive Power
6,817,550 ordinary shares (including ordinary shares represented by ADSs), of which 6,817,550 shares are owned directly by SC VI. SP SAS, the management company of SC VI, may be deemed to have power to dispose of these shares, and Richter, a managing partner of SP SAS, may be deemed to have shared power to dispose of these shares. |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,817,550 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨ |
| 13. |
Percent of Class Represented by Amount in Row 11
21.2%
| |
| 14. |
Type of Reporting Person (see instructions)
IN | |
| CUSIP No. 04351P101 | Page 7 of 10 |
| 1. |
Name of Reporting Persons
Monique Saulnier (“Saulnier”) | |
| 2. |
Check the Appropriate Box if a Member of a Group (see instructions) (a) (b) |
¨ x |
| 3. | SEC USE ONLY
| |
| 4. |
Source of Funds (see instructions)
00 | |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨ |
| 6. |
Citizenship or Place of Organization
French Citizen | |
|
Number of
|
7. |
Sole Voting Power
0 |
|
8. |
Shared Voting Power
6,817,550 ordinary shares (including ordinary shares represented by ADSs), of which 6,817,550 shares are owned directly by SC VI. SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Saulnier, a managing partner of SP SAS, may be deemed to have shared power to vote these shares. | |
|
9. |
Sole Dispositive Power
0 | |
|
10. |
Shared Dispositive Power
6,817,550 ordinary shares (including ordinary shares represented by ADSs), of which 6,817,550 shares are owned directly by SC VI. SP SAS, the management company of SC VI, may be deemed to have power to dispose of these shares, and Saulnier, a managing partner of SP SAS, may be deemed to have shared power to dispose of these shares. |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,817,550 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨ |
| 13. |
Percent of Class Represented by Amount in Row 11
21.2%
| |
| 14. |
Type of Reporting Person (see instructions)
IN | |
| CUSIP No. 04351P101 | Page 8 of 10 |
| 1. |
Name of Reporting Persons
Graziano Seghezzi (“Seghezzi”) | |
| 2. |
Check the Appropriate Box if a Member of a Group (see instructions) (a) (b) |
¨ x |
| 3. | SEC USE ONLY
| |
| 4. |
Source of Funds (see instructions)
00 | |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨ |
| 6. |
Citizenship or Place of Organization
Italian Citizen | |
|
Number of
|
7. |
Sole Voting Power
0 |
|
8. |
Shared Voting Power
6,817,550 ordinary shares (including ordinary shares represented by ADSs), of which 6,817,550 shares are owned directly by SC VI. SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Seghezzi, a managing partner of SP SAS, may be deemed to have shared power to vote these shares. | |
|
9. |
Sole Dispositive Power
0 | |
|
10. |
Shared Dispositive Power
6,817,550 ordinary shares (including ordinary shares represented by ADSs), of which 6,817,550 shares are owned directly by SC VI. SP SAS, the management company of SC VI, may be deemed to have power to dispose of these shares, and Seghezzi, a managing partner of SP SAS, may be deemed to have shared power to dispose of these shares. |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,817,550 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨ |
| 13. |
Percent of Class Represented by Amount in Row 11
21.2%
| |
| 14. |
Type of Reporting Person (see instructions)
IN | |
Page 9 of 10
Amendment No. 2 to Schedule 13D
This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) by Sofinnova Capital VI FCPR (“SC VI”), Sofinnova Partners SAS, a French corporation (“SP SAS”), Denis Lucquin (“Lucquin”), Antoine Papiernik (“Papiernik”), Henrijette Richter (“Richter”), Monique Saulnier (“Saulnier”), and Graziano Seghezzi (“Seghezzi”), the managing partners of SP SAS (collectively, the “Listed Persons” and together with SC VI and SP SAS, the “Reporting Persons”) on February 21, 2018, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on February 14, 2019 (collectively, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D, as amended. Capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D.
| Item 2. | Identity and Background |
Item 2(b) of the Schedule 13D is hereby amended and restated as follows:
| (b) | The address of the principal place of business for each of the Reporting Persons is Sofinnova Partners SAS, 7-11 boulevard Hausmann 75009 Paris, France. |
Item 2(c) of the Schedule 13D is hereby amended and restated as follows:
| (c) | The principal occupation of each of the Reporting Persons is the venture capital investment business. Each of the Listed Persons is employed at the offices of Sofinnova Partners SAS, 7-11 boulevard Hausmann 75009 Paris, France. |
| Item 5. | Interest in Securities of the Issuer. |
Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:
| (c) | SC VI sold ADSs of NuCana plc since the filing of the Schedule 13D on the following dates at the daily average prices indicated below: |
| Date | Shares | Per Share Average Price | How Effected | |||||||||
| April 8, 2019 | 5,358 | $ | 16.7636 | Open Market | ||||||||
| April 9, 2019 | 1,910 | $ | 15.8207 | Open Market | ||||||||
| April 10, 2019 | 1,900 | $ | 16.2935 | Open Market | ||||||||
| April 11, 2019 | 101,200 | $ | 15.7579 | Open Market | ||||||||
| April 12, 2019 | 92,500 | $ | 15.8015 | Open Market | ||||||||
| April 15, 2019 | 13,377 | $ | 15.2829 | Open Market | ||||||||
| April 16, 2019 | 10,410 | $ | 14.9676 | Open Market | ||||||||
| April 17, 2019 | 1,400 | $ | 14.0321 | Open Market | ||||||||
| April 18, 2019 | 1,001 | $ | 14.1906 | Open Market | ||||||||
| April 22, 2019 | 900 | $ | 14.0661 | Open Market | ||||||||
| April 26, 2019 | 186,289 | $ | 12.8000 | Open Market | ||||||||
| Total: | 416,245 | |||||||||||
| Item 7. | Material to Be Filed as Exhibits. |
Page 10 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: February 11, 2020
| SOFINNOVA CAPITAL VI FCPR | ||
| By: Sofinnova Partners SAS | ||
| By: | /s/ Monique Saulnier | |
| Name: | Monique Saulnier | |
| Title: | Managing Partner | |
| SOFINNOVA PARTNERS SAS | ||
| By: | /s/ Monique Saulnier | |
| Name: | Monique Saulnier | |
| Title: | Managing Partner | |
| By: | /s/ Denis Lucquin | |
| Name: | Denis Lucquin | |
| By: | /s/ Antoine Papiernik | |
| Name: | Antoine Papiernik | |
| By: | /s/ Henrijette Richter | |
| Name: | Henrijette Richter | |
| By: | /s/ Monique Saulnier | |
| Name: | Monique Saulnier | |
| By: | /s/ Graziano Seghezzi | |
| Name: | Graziano Seghezzi | |