UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

Sophie Paquin

Bpifrance Participations S.A.

6-8, boulevard Haussmann

75009 Paris

France

+33 1 53 89 55 73

 

((Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

(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.

 

 

 

CUSIP No. 60040X103
	1	Name of Reporting Person Fonds Innobio FPCI
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Source of Funds WC
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6	Citizenship or Place of Organization France
Number of Shares Beneficially Owned by Each Reporting Person With			7		Sole Voting Power 0
			8		Shared Voting Power 590,105
			9		Sole Dispositive Power 0
			10		Shared Dispositive Power 590,105
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 590,105
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o
	13	Percent of Class Represented by Amount in Row (11) 3.1%
	14	Type of Reporting Person (See Instructions) OO

 

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CUSIP No. 60040X103
	1	Name of Reporting Person Bpifrance Investissement S.A.S.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Source of Funds WC
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6	Citizenship or Place of Organization France
Number of Shares Beneficially Owned by Each Reporting Person With			7		Sole Voting Power 0
			8		Shared Voting Power 590,105
			9		Sole Dispositive Power 0
			10		Shared Dispositive Power 590,105
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 590,105
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o
	13	Percent of Class Represented by Amount in Row (11) 3.1%
	14	Type of Reporting Person (See Instructions) OO

 

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CUSIP No. 60040X103
	1	Name of Reporting Person Bpifrance Participations S.A.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Source of Funds WC
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6	Citizenship or Place of Organization France
Number of Shares Beneficially Owned by Each Reporting Person With			7		Sole Voting Power 0
			8		Shared Voting Power 590,105
			9		Sole Dispositive Power 0
			10		Shared Dispositive Power 590,105
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 590,105
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o
	13	Percent of Class Represented by Amount in Row (11) 3.1%
	14	Type of Reporting Person (See Instructions) OO

 

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CUSIP No. 60040X103
	1	Name of Reporting Person Caisse des Dépôts
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Source of Funds WC
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6	Citizenship or Place of Organization France
Number of Shares Beneficially Owned by Each Reporting Person With			7		Sole Voting Power 0
			8		Shared Voting Power 590,105
			9		Sole Dispositive Power 0
			10		Shared Dispositive Power 590,105
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 590,105
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o
	13	Percent of Class Represented by Amount in Row (11) 3.1%
	14	Type of Reporting Person (See Instructions) OO

 

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CUSIP No. 60040X103
	1	Name of Reporting Person EPIC Bpifrance
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Source of Funds WC
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6	Citizenship or Place of Organization France
Number of Shares Beneficially Owned by Each Reporting Person With			7		Sole Voting Power 0
			8		Shared Voting Power 590,105
			9		Sole Dispositive Power 0
			10		Shared Dispositive Power 590,105
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 590,105
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o
	13	Percent of Class Represented by Amount in Row (11) 3.1%
	14	Type of Reporting Person (See Instructions) OO

 

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CUSIP No. 60040X103
	1	Name of Reporting Person Bpifrance S.A.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Source of Funds WC
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6	Citizenship or Place of Organization France
Number of Shares Beneficially Owned by Each Reporting Person With			7		Sole Voting Power 0
			8		Shared Voting Power 590,105
			9		Sole Dispositive Power 0
			10		Shared Dispositive Power 590,105
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 590,105
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o
	13	Percent of Class Represented by Amount in Row (11) 3.1%
	14	Type of Reporting Person (See Instructions) OO

 

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Amendment No. 2 to Schedule 13D

 

This Amendment No. 2 (this “Amendment”) is filed jointly by (i) Fonds Innobio FPCI (“Innobio”), a fonds professionnel de capital investissement, (ii) Bpifrance Investissement S.A.S., a French management company (société de gestion) (“Bpifrance Investissement”), (iii) Bpifrance Participations S.A., a société anonyme incorporated under the laws of the Republic of France (“Bpifrance Participations”), (iv) the Caisse des Dépôts, a French special public entity (établissement spécial) (“CDC”), (v) EPIC Bpifrance, a French public institution of industrial and commercial nature (“EPIC”), and (vi) Bpifrance S.A. (“Bpifrance”), a société anonyme incorporated under the laws of the Republic of France (collectively, the “Reporting Persons”).

 

This Amendment further amends (i) the Schedule 13D filed on December 13, 2018 and (ii) the Amendment No. 1 to Schedule 13D filed on December 16, 2019 (collectively, the “Schedule 13D”).

 

Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed thereto in the Schedule 13D, as amended hereby.

 

Item 2. Identity and Background.

 

The penultimate paragraph in Item 4 is hereby amended and replaced as follows:

 

Attached as Appendices A, B, C, D and E to Item 2 is information concerning the executive officers and directors of Bpifrance Investissement, Bpifrance Participations, CDC, EPIC and Bpifrance, respectively, required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. Innobio is formed under the laws of the Republic of France as a fonds professionnel de capital investissement. Innobio does not have legal capacity under French law or its own personnel, and is represented in all respects by Bpifrance Investissement, its manager.

 

Item 4. Purpose of Transaction.

 

Item 4 is hereby amended and supplemented as follows:

 

Innobio sold an aggregate of 488,565 Common Shares in the open market as follows: (i) 6,200 Common Shares on July 21, 2020; (ii) 50,000 Common Shares on July 22, 2020; and (iii) 432,365 Common Shares on July 23, 2020.  This Amendment is being filed to report the fact that as of July 23, 2020, the Reporting Persons has ceased to be the beneficial owner of more than 5 percent of the Issuer’s Common Shares.

 

Ownership is stated as of July 23, 2020 and the ownership percentages are based on 18,999,701 shares of common stock, $0.001 par value per share (“Common Shares”), outstanding as of May 5, 2020, as disclosed by Millendo Therapeutics, Inc. in its Form 10-Q for the quarterly period ended March 31, 2020, filed on May 8, 2020.

 

All of the Common Shares that are held of record by the Reporting Persons as reported herein were acquired for investment purposes. The Reporting Persons retain the right to change their investment intent, from time to time to acquire additional Common Shares or other securities of the Issuer, or to sell or otherwise dispose of all or part of the Common Shares or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.

 

Except as set forth above, none of the Reporting Persons currently has any plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer or other third parties regarding such matters.

 

Item 5. Interest in Securities of the Issuer.

 

Please see Items 5, 6, 7, 8, 9 and 11 of each cover sheet for each filing entity.

 

8

 

As of July 23, 2020, Innobio held directly 590,105 Common Stock. None of Bpifrance, CDC, EPIC, Bpifrance Participations nor Bpifrance Investissement held any Common Stock directly. Bpifrance Investissement may be deemed to be the beneficial owner of the 590,105 Common Stock held by Innobio, through its management of Innobio. Bpifrance Participations may be deemed to be the beneficial owner of 590,105 Common Stock, indirectly through its sole ownership of Bpifrance Investissement. Bpifrance may be deemed to be the beneficial owner of 590,105 Common Stock, indirectly through its sole ownership of Bpifrance Participations, which is the parent company of Bpifrance Investissement. EPIC may be deemed to be the beneficial owner of 590,105 Common Stock, indirectly through its joint ownership and control of Bpifrance. CDC may be deemed to be the beneficial owner of 590,105 Common Stock indirectly through its joint ownership and control of Bpifrance.

 

(a) See also the information contained on the cover pages of this Amendment, which is incorporated herein by reference. The percentage of Common Shares beneficially owned by each Reporting Person is based on 18,999,701 Common Shares of the Issuer outstanding as of May 5, 2020.

 

(b) See the information contained on the cover pages of this Schedule 13D, which is incorporated herein by reference.

 

(c) There have been no reportable transactions with respect to the Common Shares of the Issuer within the last 60 days by the Reporting Persons other than as described in this Amendment No. 2.

 

(d) Not applicable.

 

(e) Not applicable.

 

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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.

 

 

10

 

* Laurent Arthaud is signing on behalf of Fonds Innobio FPCI, by power of attorney from Bpifrance Investissement S.A.S. filed with the Securities and Exchange Commission on October 15, 2019 as Exhibit 99.5 to Schedule 13D filed by Bpifrance Participations S.A. related to DBV Technologies S.A., and hereby incorporated herein by reference.

 

** Boubakar Dione is signing on behalf of Bpifrance Investissement S.A.S. by power of attorney filed with the Securities and Exchange Commission on October 15, 2019 as Exhibit 99.3 to Schedule 13D filed by Bpifrance Participations S.A. related to DBV Technologies S.A., and hereby incorporated herein by reference.

 

*** Boubakar Dione is signing on behalf of Bpifrance Participations S.A. by power of attorney filed with the Securities and Exchange Commission on October 15, 2019 as Exhibit 99.2 to Schedule 13D filed by Bpifrance Participations S.A. related to DBV Technologies S.A., and hereby incorporated herein by reference.

 

**** Eric Flamarion is signing on behalf of Caisse des Dépôts by executive order from the general manager of Caisse des Dépôts previously filed with the Securities and Exchange Commission on April 12, 2018 as Exhibit 99.2 to Schedule 13D filed by Bpifrance Participations related to DBV Technologies S.A., and hereby incorporated herein by reference.

 

***** Boubakar Dione is signing on behalf of EPIC Bpifrance by power of attorney filed with the Securities and Exchange Commission on October 15, 2019 as Exhibit 99.4 to Schedule 13D filed by Bpifrance Participations S.A. related to DBV Technologies S.A., and hereby incorporated herein by reference.

 

****** Boubakar Dione is signing on behalf of Bpifrance S.A. by power of attorney previously filed with the Securities and Exchange Commission on September 7, 2017 as Exhibit 2 to Schedule 13D/A filed by Bpifrance Participations related to Constellium N.V., and hereby incorporated herein by reference.

 

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APPENDIX A

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

BPIFRANCE INVESTISSEMENT

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance Investissement are set forth below. The business address of each director and executive officer is Bpifrance Investissement S.A.S., 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.

 

BOARD OF DIRECTORS

 

Name		Present Principal Occupation or Employment
NICOLAS DUFOURCQ		Director, Chairman, Chief Executive Officer of Bpifrance Participations, and Chief Executive Officer of Bpifrance
VIRGINIE FERNANDES		Director, Head of the Steering Department at Caisse des Dépôts
CATHERINE MAYENOBE		Director, Secretary General of the Caisse des Dépôts
FREDERIC SAINT-GEOURS		Director, President of the supervisory board of SNCF
FRENCH STATE, represented by CHARLES SARRAZIN		Director, in charge of shareholding interests in the Service & Finance sectors, Agence des Participations de l’Etat (French State Shareholding Agency)
CONSTANCE VALIGNY		Director, Assistant Director for macroeconomic policies, Direction Générale du Trésor (French Treasury)
BARBARA LAVERNOS		Director, Executive Vice-President Operations at L’Oreal
VICTOIRE AUBRY		Director, Chief Financial Officer of Icade
SOPHIE STABILE		Founder and CEO of Révérence
JULIEN TOGNOLA		Chief, Service of Industry, General Directorate for Companies of the Ministry of Economy and Finance

 

EXECUTIVE OFFICERS

 

Name		Present Principal Occupation or Employment
NICOLAS DUFOURCQ		Chief Executive Officer
JOSÉ GONZALO		Executive Director
PIERRE BENEDETTI		Chief Financial Officer

 

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APPENDIX B

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

BPIFRANCE PARTICIPATIONS S.A.

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance Participations S.A. are set forth below. The business address of each director and executive officer is Bpifrance Participations S.A., 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.

 

BOARD OF DIRECTORS

 

Name		Present Principal Occupation or Employment
NICOLAS DUFOURCQ		Director, Chairman, Chief Executive Officer of Bpifrance Participations, and Chief Executive Officer of Bpifrance
VIRGINIE FERNANDES		Director, Head of the Steering Department at Caisse des Dépôts
CATHERINE MAYENOBE		Director, Secretary General of the Caisse des Dépôts Group
FREDERIC SAINT-GEOURS		Director, President of the supervisory board of SNCF
FRENCH STATE, represented by CHARLES SARRAZIN		Director, in charge of shareholding interests in the Service & Finance sectors, Agence des Participations de l’Etat (French State Shareholding Agency)
CONSTANCE VALIGNY		Director, Assistant Director for macroeconomic policies, Direction Générale du Trésor (French Treasury)
BARBARA LAVERNOS		Director, Executive Vice-President Operations at L’Oreal
VICTOIRE AUBRY		Director, Chief Financial Officer of Icade
SOPHIE STABILE		Founder and CEO of Révérence
JULIEN TOGNOLA		Chief, Service of Industry, General Directorate for Companies of the Ministry of Economy and Finance

 

EXECUTIVE OFFICERS

 

Name		Present Principal Occupation or Employment
NICOLAS DUFOURCQ		Chief Executive Officer
JOSÉ GONZALO		Executive Director
PIERRE BENEDETTI		Chief Financial Officer

 

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APPENDIX C

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

CAISSE DES DÉPÔTS

 

The name, business address and present principal occupation or employment of each of the members of the Management Committee of Caisse des Dépôts are set forth below. The business address of each director and executive officer is Caisse des Dépôts, c/o 56, rue de Lille, 75007 Paris, France. Unless otherwise indicated, each such person is a citizen of France.

 

MANAGEMENT COMMITTEE

 

Name		Present Principal Occupation or Employment
ERIC LOMBARD		Chief Executive Officer of Caisse des Dépôts
OLIVIER SICHEL		Deputy Chief Executive Officer of Caisse des Dépôts
NICOLAS DUFOURCQ		Chief Executive Officer of Bpifrance
VIRGINIE CHAPRON-DU-JEU		Director of Finance for the Caisse des Dépôts Group
PIERRE CHEVALIER		Head of Legal and Tax Department
NATHALIE TUBIANA		Risk Director of the Caisse des Dépôts Group
OLIVIER MAREUSE		Chief Investment officer - Director of Savings Funds at Caisse des Dépôts
CATHERINE MAYENOBE		Secretary General of Caisse des Dépôts Group
PAUL PENY		Caisse des Dépôts Group Human Resources Director
SOPHIE QUATREHOMME		Group Corporate Communications Director
MICHEL YAHIEL		Pensions and Solidarity Director

 

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APPENDIX D

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

EPIC BPIFRANCE

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of EPIC Bpifrance are set forth below. The business address of each director and executive officer is EPIC Bpifrance, 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.

 

DIRECTORS

 

Name		Present Principal Occupation or Employment
CHRISTIAN BODIN		Chairman, Chief Executive Officer of EPIC Bpifrance
PIERRE-LOUIS AUTIN		Director, Head of department SITTAR at the Higher Education, Research and Innovation Ministry
YANN POUËZAT		Director, Deputy Director at the Directorate of Financing, Industry and Market of the Ministry of Economy and Finance
ALBAN HAUTIER		Director, Deputy Director at the General Directorate for Budget of the Ministry of Economy and Finance
SONIA BEURIER		Director
MARIE ANNE LAVERGNE		Director
NAOMI PERES		Director

 

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APPENDIX E

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

BPIFRANCE S.A.

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance S.A. are set forth below. The business address of each director and executive officer is Bpifrance S.A., 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.

 

DIRECTORS

 

Name		Present Principal Occupation or Employment
ERIC LOMBARD		Chairman, Chief Executive Officer of the Caisse des Dépôts
NICOLAS DUFOURCQ		Director, Chief Executive Officer of Bpifrance and Director, Chairman and Chief Executive Officer of Bpifrance Participations
GUILLAUME BOUDY		Director, General Secretary for Public Investment
MARTIN VIAL		Director, Chairman of the Agence des Participations de l’Etat (French State Shareholding Agency)
MARIE DELEAGE		Director representing the employees of Bpifrance
PHILIPPE BAYEUX		Director representing the employees of Bpifrance
VIRGINIE CHAPRON-DU JEU		Director, Group Finance Director of the Caisse des Dépôts
CLAIRE DUMAS		Director, Finance Director of Retail Banking France at Société Générale
CLAIRE CHEREMETINSKI		Director, Head of Department of Bilateral and International Matters at the French Treasury (Ministry of Economy and Finance)
OLIVIER SICHEL		Director, Deputy Chief Executive Officer of the Caisse des Dépôts
BERNARD DELPIT		Director, Chief Financial Officer of Safran
ANNABEL ANDRE LAURENT		Director
HAROLD HUWART		Director
CAROLE ABBEY DUVAL		Director
BARBARA LAVERNOS DUPUIS		Director
DIANE SIMIU		Director

 

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