SC 13G 1 a21-12390_1sc13g.htm SC 13G

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G
Under the Securities Exchange Act of 1934

 

(Amendment No.       )*

 

PIERIS PHARMACEUTICALS, INC.

(Name of Issuer)

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

720795103

(CUSIP Number)

 

April 1, 2021

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o            Rule 13d-1(b)

 

x           Rule 13d-1(c)

 

o            Rule 13d-1(d)

 

*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).

 

 

 


 

SCHEDULE 13G

 

 

CUSIP No. 720795103

 

 

 

 

 

 

1

NAME OF REPORTING PERSONS

 

AstraZeneca PLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) x (Joint filers)

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Kingdom

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

 

3,584,230 shares1

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

3,584,230 shares1

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,584,230 shares1

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)

 

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.66%2

12

TYPE OF REPORTING PERSON (See Instructions)

 

CO

 


1 Represents shares directly held by AstraZeneca AB, a wholly-owned subsidiary of AstraZeneca PLC. AstraZeneca PLC and AstraZeneca AB may each be deemed to have sole voting and dispositive power over the shares.

2 The percentage ownership was calculated based on a denominator which is the sum of (i) 59,718,989 shares of Common Stock outstanding as of March 29, 2021, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2021, and (ii) the 3,584,230 shares of Common Stock held by the Reporting Persons.

 


 

 

CUSIP No. 720795103

 

 

 

 

 

 

1

NAME OF REPORTING PERSONS

 

AstraZeneca AB

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) x (Joint filers)

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Sweden

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

 

3,584,230 shares3

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

3,584,230 shares3

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,584,230 shares3

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)

 

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.66%4

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 


3 See footnote 1.

4 See footnote 2.

 


 

Item 1(a)

 

Name of Issuer.

 

 

 

 

Pieris Pharmaceuticals, Inc., a Nevada Corporation (the “Issuer”)

 

 

Item 1(b)

 

Address of Issuer’s Principal Executive Offices.

 

 

 

 

225 State Street, 9th Floor

Boston, Massachusetts 02109

 

 

Item 2(a)

 

Name of Person Filing.

 

 

 

 

See response to 2(c)

 

 

 

Item 2(b)

 

Address of Principal Business Office or, if none, Residence.

 

 

 

 

 

See response to 2(c)

 

 

 

Item 2(c)

 

Citizenship.

 

 

 

 

 

This statement is filed on behalf of:

 

AstraZeneca PLC:

1 Francis Crick Avenue

Cambridge Biomedical Campus

Cambridge CB2 0AA

United Kingdom

Citizenship: United Kingdom

 

AstraZeneca AB:

SE-151 85 Sodertalje

Sweden

Citizenship: Sweden

 

 

 

Item 2(d)

 

Title of Class of Securities.

 

 

 

 

 

Common stock, $0.001 par value per share (the “Common Stock”)

 

 

 

Item 2(e)

 

CUSIP No.

 

 

 

 

 

720795103

 

 

Item 3

 

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:

 

 

 

 

 

Not applicable.

 

Item 4

Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

 

(a)

Amount beneficially owned:

 

3,584,230 shares

 

 

(b)

Percent of class:

 


 

 

5.66%. The percentage ownership was calculated based on a denominator which is the sum of (i) 59,718,989 shares of Common Stock outstanding as of March 29, 2021, as reported in the Issuer’s Annual Report on Form 10-K filed with the SEC on March 31, 2021, and (ii) the 3,584,230 shares of Common Stock held by the Reporting Persons.

 

 

 

 

(c)

Number of shares as to which such person has:

 

 

(i)

Sole power to vote or direct the vote:

 

AstraZeneca PLC: 3,584,230 shares

AstraZeneca AB: 3,584,230 shares

 

 

 

 

(ii)

Shared power to vote or direct the vote:

 

AstraZeneca PLC: 0 shares

AstraZeneca AB: 0 shares

 

 

 

 

(iii)

Sole power to dispose or direct the disposition:

 

AstraZeneca PLC: 3,584,230 shares

AstraZeneca AB: 3,584,230 shares

 

 

 

 

(iv)

Shared power to dispose or direct the disposition:

 

AstraZeneca PLC: 0 shares

AstraZeneca AB: 0 shares

 

AstraZeneca AB, a wholly owned subsidiary of AstraZeneca PLC, is the direct record holder of all 3,584,230 shares reported herein. Each of AstraZeneca AB and AstraZeneca PLC may be deemed to have sole voting and dispositive power with respect to such shares.

 

Item 5

 

Ownership of Five Percent or Less of a Class.

 

 

 

 

Not applicable.

 

 

Item 6

 

Ownership of More Than Five Percent on Behalf of Another Person.

 

 

 

 

Not applicable.

 

 

Item 7

 

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

 

 

 

Not applicable.

 

 

 

Item 8

 

Identification and Classification of Members of the Group.

 

 

 

 

 

Not applicable.

 

 

 

Item 9

 

Notice of Dissolution of Group.

 

 

 

 

 

Not applicable.

 

 

 

Item 10

 

Certification.

 

 

 

 

 

Not applicable.

 


 

Material Filed as Exhibits

 

Exhibit 99                Joint Filing Agreement between AstraZeneca PLC and AstraZeneca AB

 


 

SIGNATURE

 

After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

April 7, 2021

 

 

AstraZeneca PLC

 

 

 

 

 

/s/ Adrian Kemp

 

Signature

 

 

 

Adrian Kemp, Company Secretary

 

Name/Title

 

 

AstraZeneca AB

 

 

 

 

 

/s/ Yvonne Bertlin

 

Signature

 

 

 

Yvonne Bertlin, Director

 

Name/Title