SC 13D/A 1 d90263dsc13da.htm AMENDMENT NO. 3 TO SCHEDULE 13D Amendment No. 3 to Schedule 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

MeiraGTx Holdings plc

(Name of Issuer)

Ordinary Shares, nominal value $0.00003881 per share

(Title of Class of Securities)

G59665 102

(CUSIP Number)

Alexander Rakitin

Perceptive Advisors LLC

51 Astor Place, 10th Floor

New York, NY 10003

(646) 205-5340

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 23, 2020

(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 Section 240.13d-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, as amended (“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. G59665 102

1.   

Names of Reporting Persons.

 

Perceptive Advisors LLC

 

2.   

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

3.   

SEC Use Only

 

4.   

Source of Funds (See Instructions)

AF

 

5.   

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

 

6.   

Citizenship or Place of Organization

Delaware

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

   7.     

Sole Voting Power

0

 

   8.     

Shared Voting Power

6,973,737

 

   9.     

Sole Dispositive Power

0

 

   10.    

Shared Dispositive Power

6,973,737

 

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

6,973,737

 

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

 

13.  

Percent of Class Represented by Amount in Row (11)

16.0%

 

14.  

Type of Reporting Person (See Instructions)

IA

 


CUSIP No. G59665 102

1.   

Names of Reporting Persons.

 

Joseph Edelman

 

2.   

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

3.   

SEC Use Only

 

4.   

Source of Funds (See Instructions)

AF

 

5.   

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

 

6.   

Citizenship or Place of Organization

United States of America

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

   7.     

Sole Voting Power

0

 

   8.     

Shared Voting Power

6,973,737

 

   9.     

Sole Dispositive Power

0

 

   10.    

Shared Dispositive Power

6,973,737

 

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

6,973,737

 

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

 

13.  

Percent of Class Represented by Amount in Row (11)

16.0%

 

14.  

Type of Reporting Person (See Instructions)

IN

 


CUSIP No. G59665 102

1.   

Names of Reporting Persons.

 

Perceptive Life Sciences Master Fund, Ltd.

 

2.   

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

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

Cayman Islands

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

   7.     

Sole Voting Power

0

 

   8.     

Shared Voting Power

6,948,737

 

   9.     

Sole Dispositive Power

0

 

   10.    

Shared Dispositive Power

6,948,737

 

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

6,948,737

 

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

 

13.  

Percent of Class Represented by Amount in Row (11)

16.0%

 

14.  

Type of Reporting Person (See Instructions)

CO

 


 

Item 3.    

 

  

 

Source and Amount of Funds or Other Consideration

 

 

Item 3 is amended and supplemented as follows:

 

The Master Fund purchased the shares of Common Stock described in Item 5(c) funds from working capital.

 

 

Item 5.

 

  

 

Interest in Securities of the Issuer

 

 

Item 5 is amended and restated as follows:

 

(a)   The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 43,412,163 outstanding Ordinary Shares, as reported by the Company in its prospectus supplement filed on November 19, 2020.

 

(b)   The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference. Includes 6,933,277 Ordinary Shares and stock options exercisable for 15,460 Ordinary Shares held by the Master Fund, and vested stock options exercisable for 25,000 Ordinary Shares that the Advisor has a right to pursuant to a management fee offset.

 

(c)   On November 23, 2020, the Master Fund acquired 500,000 Ordinary Shares for a purchase price of $12.85 per share.

 

(d)   No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares subject to this Schedule 13D.

 

(e)   Not applicable.

 


SIGNATURES

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: November 24, 2020

 

PERCEPTIVE ADVISORS LLC  
By:  

/s/ Joseph Edelman

 
  Name:   Joseph Edelman  
  Title:   Managing Member  

/s/ Joseph Edelman

 
JOSEPH EDELMAN  

PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD.

 

By: Perceptive Advisors LLC

 
By:  

/s/ Joseph Edelman

 
  Name:   Joseph Edelman  
  Title:   Managing Member