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
Shares
Beneficially
Owned by
Each
Reporting
Person With

 

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

 

 

1Percentage 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
Shares
Beneficially
Owned by
Each
Reporting
Person With

 

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

 

 

2Percentage 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
Shares
Beneficially
Owned by
Each
Reporting
Person With

 

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

 

 

3Percentage 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
Shares
Beneficially
Owned by
Each
Reporting
Person With

 

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

 

 

4Percentage 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
Shares
Beneficially
Owned by
Each
Reporting
Person With

 

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

 

 
5Percentage 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
Shares
Beneficially
Owned by
Each
Reporting
Person With

 

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

 

 

6Percentage 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
Shares
Beneficially
Owned by
Each
Reporting
Person With

 

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

 

 

7Percentage 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.

 

Exhibit

 

Description

     
99.1   Joint Filing Agreement, dated as of February 21, 2018, by and among Sofinnova Capital VI FCPR, Sofinnova Partners SAS, Denis Lucquin, Antoine Papiernik, Henrijette Richter, Monique Saulnier and Graziano Seghezzi (incorporated by reference to Exhibit A to the Schedule 13D filed by Sofinnova Capital VI FCPR on February 21, 2018).

 

 

 

 

  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