UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)*
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)
May 20, 2021
(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. o
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
4,978,993 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
4,978,993 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
4,978,993 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨ |
| 13. |
Percent of Class Represented by Amount in Row 11
9.7%1 | |
| 14. |
Type of Reporting Person (see instructions)
00 | |
| 1 | Percentage of class is calculated based on 51,174,545 ordinary shares outstanding as of December 31, 2020, as reported in NuCana plc’s Annual Report on Form 20-F filed with the SEC on March 4, 2021. |
| 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
4,978,993 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
4,978,993 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
4,978,993 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨ |
| 13. |
Percent of Class Represented by Amount in Row 11
9.7%2 | |
| 14. |
Type of Reporting Person (see instructions)
00 | |
| 2 | Percentage of class is calculated based on 51,174,545 ordinary shares outstanding as of December 31, 2020, as reported in NuCana plc’s Annual Report on Form 20-F filed with the SEC on March 4, 2021. |
| 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
4,978,993 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
4,978,993 ordinary shares (including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole 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
4,978,993 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨ |
| 13. |
Percent of Class Represented by Amount in Row 11
9.7%3 | |
| 14. |
Type of Reporting Person (see instructions)
IN | |
| 3 | Percentage of class is calculated based on 51,174,545 ordinary shares outstanding as of December 31, 2020, as reported in NuCana plc’s Annual Report on Form 20-F filed with the SEC on March 4, 2021. |
| 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
4,978,993 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 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
4,978,993 ordinary shares (including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole 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
4,978,993 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨ |
| 13. |
Percent of Class Represented by Amount in Row 11
9.7%4 | |
| 14. | Type of Reporting Person (see instructions)
IN | |
| 4 | Percentage of class is calculated based on 51,174,545 ordinary shares outstanding as of December 31, 2020, as reported in NuCana plc’s Annual Report on Form 20-F filed with the SEC on March 4, 2021. |
| 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
4,978,993 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 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
4,978,993 ordinary shares (including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole 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
4,978,993 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨ |
| 13. |
Percent of Class Represented by Amount in Row 11
9.7%5 | |
| 14. |
Type of Reporting Person (see instructions)
IN | |
| 5 | Percentage of class is calculated based on 51,174,545 ordinary shares outstanding as of December 31, 2020, as reported in NuCana plc’s Annual Report on Form 20-F filed with the SEC on March 4, 2021. |
| 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
4,978,993 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 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
4,978,993 ordinary shares (including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole 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
4,978,993 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨ |
| 13. |
Percent of Class Represented by Amount in Row 11
9.7%6 | |
| 14. |
Type of Reporting Person (see instructions)
IN | |
| 6 | Percentage of class is calculated based on 51,174,545 ordinary shares outstanding as of December 31, 2020, as reported in NuCana plc’s Annual Report on Form 20-F filed with the SEC on March 4, 2021. |
| 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
4,978,993 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 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
4,978,993 ordinary shares (including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to have sole 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
4,978,993 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨ |
| 13. |
Percent of Class Represented by Amount in Row 11
9.7%7 | |
| 14. |
Type of Reporting Person (see instructions)
IN | |
| 7 | Percentage of class is calculated based on 51,174,545 ordinary shares outstanding as of December 31, 2020, as reported in NuCana plc’s Annual Report on Form 20-F filed with the SEC on March 4, 2021. |
| Page 9 of 10 |
Amendment No. 5 to Schedule 13D
This Amendment No. 5 (“Amendment No. 5”) 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, as further amended by Amendment No. 2 to Schedule 13D filed with the SEC on February 12, 2020, as further amended by Amendment No. 3 to Schedule 13D filed with the SEC on October 28, 2020, and as further amended by Amendment No. 4 to Schedule 13D filed with the SEC on February 2, 2021 (collectively, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 5 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 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 on the following dates at the daily average prices indicated below: |
| Date | Shares | Per Share Average Price | How Effected | |||||||||
| February 9, 2021 | 52,789 | $ | 6.3017 | Open Market | ||||||||
| February 10, 2021 | 31,407 | $ | 6.1147 | Open Market | ||||||||
| February 11, 2021 | 18,103 | $ | 6.0850 | Open Market | ||||||||
| February 12, 2021 | 16,250 | $ | 6.0621 | Open Market | ||||||||
| February 16, 2021 | 15,619 | $ | 6.0119 | Open Market | ||||||||
| May 5, 2021 | 33,656 | $ | 3.9251 | Open Market | ||||||||
| May 6, 2021 | 83,492 | $ | 3.5538 | Open Market | ||||||||
| May 7, 2021 | 35,832 | $ | 3.6408 | Open Market | ||||||||
| May 10, 2021 | 86,543 | $ | 3.2760 | Open Market | ||||||||
| May 11, 2021 | 27,322 | $ | 3.3070 | Open Market | ||||||||
| May 12, 2021 | 56,253 | $ | 3.1480 | Open Market | ||||||||
| May 13, 2021 | 77,811 | $ | 2.9135 | Open Market | ||||||||
| May 14, 2021 | 66,538 | $ | 2.9641 | Open Market | ||||||||
| May 17, 2021 | 57,100 | $ | 3.0586 | Open Market | ||||||||
| May 18, 2021 | 63,020 | $ | 3.1649 | Open Market | ||||||||
| May 19, 2021 | 53,281 | $ | 2.9732 | Open Market | ||||||||
| May 20, 2021 | 44,833 | $ | 2.9935 | Open Market | ||||||||
| Total: | 819,849 | |||||||||||
| 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: June 14, 2021
| SOFINNOVA CAPITAL VI FCPR | SOFINNOVA PARTNERS SAS | |||
| By: Sofinnova Partners SAS | ||||
| By: | /s/ Monique Saulnier | |||
| By: | /s/ Monique Saulnier | Name: | Monique Saulnier | |
| Name: | Monique Saulnier | Title: | Managing Partner | |
| Title: | Managing Partner | |||
| By: | /s/ Denis Lucquin | By: | /s/ Monique Saulnier | |
| Name: | Denis Lucquin | Name: | Monique Saulnier | |
| By: | /s/ Antoine Papiernik | By: | /s/ Henrijette Richter | |
| Name: | Antoine Papiernik | Name: | Henrijette Richter | |
| By: | /s/ Graziano Seghezzi | |||
| Name: | Graziano Seghezzi | |||