UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MEIRAGTXHOLDINGS PLC
(Name of Issuer)
Ordinary Shares, $0.00003881 par value per share
(Title of Class of Securities)
G59665102
(CUSIP Number)
December 31, 2023
(Date of Event which Requires Filing of this Statement)
Check the appropriate box todesignate the rule pursuant to which this Schedule
is filed:
Rule
13d-1(b)
Rule
13d-1(c)
Rule
13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this formwith respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the SecuritiesExchange
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
).
Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications:
Taylor H. Wilson, Esq.
Haynes andBoone, LLP
2801 N Harwood St, Suite 2300
Dallas, Texas 75201
(214)
651-5000
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SCHEDULE 13G
CUSIP No. G59665102
1
Names of Reporting Persons
Prosight Management, LP
2 Check the appropriate box if amember of a Group (see instructions)
(a)(b)
3 Sec Use Only
4 Citizenship or Place ofOrganization
Delaware
Number of 5 Sole Voting Power
Shares Beneficially
Owned by 0
Each
Reporting
Person
With:
6 Shared Voting Power
4,050,714
7 Sole Dispositive Power
0
8 Shared Dispositive Power
4,050,714
9 Aggregate Amount Beneficially Owned by Each Reporting Person
4,050,714
10 Check box if the aggregateamount in row (9) excludes certain shares (See Instructions)
11 Percent of class represented byamount in row (9)
6.4% (1)
12 Type of Reporting Person (SeeInstructions)
IA
(1) Based upon 63,597,151 Ordinary Shares of the Issuer outstanding as of
October 31, 2023, as disclosed inthe Issuer's Quarterly Report on Form
10-Q
for the quarterly period ended September 30, 2023, that was filed on November
14, 2023, by the Issuer with the U.S. Securities and Exchange Commission(the "
SEC
").
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SCHEDULE 13G
CUSIP No. G59665102
1
Names of Reporting Persons
Prosight Fund, LP
2 Check the appropriate box if amember of a Group (see instructions)
(a)(b)
3 Sec Use Only
4 Citizenship or Place ofOrganization
Delaware
Number of 5 Sole Voting Power
Shares Beneficially
Owned by 0
Each
Reporting
Person
With:
6 Shared Voting Power
351,842
7 Sole Dispositive Power
0
8 Shared Dispositive Power
351,842
9 Aggregate Amount Beneficially Owned by Each Reporting Person
351,842
10 Check box if the aggregateamount in row (9) excludes certain shares (See Instructions)
11 Percent of class represented byamount in row (9)
0.6% (1)
12 Type of Reporting Person (SeeInstructions)
PN
(1) Based upon 63,597,151 Ordinary Shares of the Issuer outstanding as of
October 31, 2023, as disclosed inthe Issuer's Quarterly Report on Form
10-Q
for the quarterly period ended September 30, 2023, that was
filed on November 14, 2023, by the Issuer with the SEC.
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SCHEDULE 13G
CUSIP No. G59665102
1
Names of Reporting Persons
Prosight Plus Fund, LP
2 Check the appropriate box if amember of a Group (see instructions)
(a)(b)
3 Sec Use Only
4 Citizenship or Place ofOrganization
Delaware
Number of 5 Sole Voting Power
Shares Beneficially
Owned by 0
Each
Reporting
Person
With:
6 Shared Voting Power
1,043,883
7 Sole Dispositive Power
0
8 Shared Dispositive Power
1,043,883
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,043,883
10 Check box if the aggregateamount in row (9) excludes certain shares (See Instructions)
11 Percent of class represented byamount in row (9)
1.6% (1)
12 Type of Reporting Person (SeeInstructions)
PN
(1) Based upon 63,597,151 Ordinary Shares of the Issuer outstanding as of
October 31, 2023, as disclosed inthe Issuer's Quarterly Report on Form
10-Q
for the quarterly period ended September 30, 2023, that was
filed on November 14, 2023, by the Issuer with the SEC.
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SCHEDULE 13G
CUSIP No. G59665102
1
Names of Reporting Persons
Prosight Partners, LLC
2 Check the appropriate box if amember of a Group (see instructions)
(a)(b)
3 Sec Use Only
4 Citizenship or Place ofOrganization
Delaware
Number of 5 Sole Voting Power
Shares Beneficially
Owned by 0
Each
Reporting
Person
With:
6 Shared Voting Power
4,050,714
7 Sole Dispositive Power
0
8 Shared Dispositive Power
4,050,714
9 Aggregate Amount Beneficially Owned by Each Reporting Person
4,050,714
10 Check box if the aggregateamount in row (9) excludes certain shares (See Instructions)
11 Percent of class represented byamount in row (9)
6.4% (1)
12 Type of Reporting Person (SeeInstructions)
OO
(1) Based upon 63,597,151 Ordinary Shares of the Issuer outstanding as of
October 31, 2023, as disclosed inthe Issuer's Quarterly Report on Form
10-Q
for the quarterly period ended September 30, 2023, that was
filed on November 14, 2023, by the Issuer with the SEC.
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SCHEDULE 13G
CUSIP No. G59665102
1
Names of Reporting Persons
W. Lawrence Hawkins
2 Check the appropriate box if amember of a Group (see instructions)
(a)(b)
3 Sec Use Only
4 Citizenship or Place ofOrganization
United States ofAmerica
Number of 5 Sole Voting Power
Shares Beneficially
Owned by 2,000
Each
Reporting
Person
With:
6 Shared Voting Power
4,050,714
7 Sole Dispositive Power
2,000
8 Shared Dispositive Power
4,050,714
9 Aggregate Amount Beneficially Owned by Each Reporting Person
4,052,714
10 Check box if the aggregateamount in row (9) excludes certain shares (See Instructions)
11 Percent of class represented byamount in row (9)
6.4% (1)
12 Type of Reporting Person (SeeInstructions)
IN, HC
(1) Based upon 63,597,151 Ordinary Shares of the Issuer outstanding as of
October 31, 2023, as disclosed inthe Issuer's Quarterly Report on Form
10-Q
for the quarterly period ended September 30, 2023, that was
filed on November 14, 2023, by the Issuer with the SEC.
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Item 1.
(a) Name of Issuer:
MeiraGTx Holdings plc (the "
Issuer
")
(b) Address of Issuer's Principal Executive Offices:
450 East 29th Street, 14th Floor
New York, New York 10016
Item 2.
(a) Name of Person Filing:
This statement is jointly filed by and on behalf of each of Prosight
Management, LP, a Delaware limited partnership ("
ProsightManagement
"), Prosight Fund, LP, a Delaware limited partnership ("
Prosight Fund
"), Prosight Plus Fund, LP, a Delaware limited partnership ("
Prosight Plus Fund
"), Prosight Partners, LLC, aDelaware limited liability company ("
Prosight Partners
"), and W. Lawrence Hawkins (collectively referred herein as "
Reporting Persons
"). Prosight Management is the general partner and investmentmanager of, and
may be deemed to indirectly beneficially own securities owned by, Prosight
Fund and Prosight Plus Fund. Prosight Management is a
sub-advisor
for certain separate managed accounts (collectively,the "
Managed Accounts
") and may be deemed to indirectly beneficially own securities owned by the
Managed Accounts. Prosight Partners is the general partner of, and may be
deemed to beneficially own, securities beneficiallyowned by Prosight
Management. Mr. Hawkins is the sole manager of, and may be deemed to
beneficially own securities beneficially owned by, Prosight Partners. Prosight
Fund, Prosight Plus Fund, the Managed Accounts, and Mr. Hawkins are therecord
and direct beneficial owner of the Ordinary Shares covered by this statement.
Prosight Fund disclaims beneficial ownership of the Ordinary Shares held by
each of the Managed Accounts, Prosight Plus Fund, and Mr. Hawkins. Prosight
PlusFund disclaims beneficial ownership of the Ordinary Shares held by each of
the Managed Accounts, Prosight Fund, and Mr. Hawkins. Mr. Hawkins disclaims
beneficial ownership of the Ordinary Shares held by each of the Managed
Accounts,Prosight Fund, and Prosight Plus Fund.
Each Reporting Person declares that neither the filing of this statement nor
anything herein shallbe construed as an admission that such person is, for the
purposes of Section 13(d) or 13(g) of the Act or any other purpose, the
beneficial owner of any securities covered by this statement.
Each Reporting Person may be deemed to be a member of a group with respect to
the Issuer or securities of the Issuer for the purpose ofSection 13(d) or
13(g) of the Act. Each of the Reporting Persons declares that neither the
filing of this statement nor anything herein shall be construed as an
admission that such person is, for the purpose of Section 13(d) or 13(g) ofthe
Act or any other purpose, (i) acting (or has agreed or is agreeing to act
together with any other person) as a partnership, limited partnership,
syndicate, or other group for the purpose of acquiring, holding, or disposing
of securities ofthe Issuer or otherwise with respect to the Issuer or any
securities of the Issuer or (ii) a member of any group with respect to the
Issuer or any securities of the Issuer.
(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of the Reporting Persons
is c/o Prosight Management, LP, 5956 Sherry Lane, Suite 1365,Dallas, Texas
75225.
(c) Citizenship:
See Item 4 on the cover page(s) hereto.
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(d) Title and Class of Securities:
Ordinary Shares, $0.00003881 par value per share ("
Ordinary Shares
")
(e) CUSIP No.:
G59665102
Item 3. If this statement is filed pursuant to (s)(s)
240.13d-1(b)
or
240.13d-2(b)
or (c), check whether the person filing is a:
(a) Broker or dealer registered
under Section 15 of the Act;
(b) Bank as defined in Section
3(a)(6) of the Act;
(c) Insurance company as defined in
Section 3(a)(19) of the Act;
(d) Investment company registered under Section
8 of the Investment Company Act of 1940;
(e) An investment adviser
in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) An employee benefit plan or endowment
fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) A parent holding company or control
person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940;
(j) A
non-U.S.
institution in
accordance with Rule
240.13d-1(b)(1)(ii)(J);
(k) Group, in accordance
with Rule
240.13d-1(b)(1)(ii)(K).
If filing as a
non-U.S.
institution in
accordance with Rule
240.13d-1(b)(1)(ii)(J),
please specify the
type of institution:
Item 4. Ownership
(a) Amount Beneficially Owned as of the time of filing:
See Item 9 on the cover pages(s) hereto.
(b) Percent of Class
as of the time of filing:
See Item 11 on the cover page(s)hereto.
(c) As of the time of filing, number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
See Item 5 on the cover pages hereto.
(ii) Shared power to vote or to direct the vote:
See Item 6 on the cover pages hereto.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover pages hereto.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover pages hereto.
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Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the Reporting Persons have ceased to be the beneficial owners ofmore than five
percent of the class of securities, check the following [ ].
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 theparent 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. Certifications.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose ofor with the effect of changing or influencing the control of the
Issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect
other than activities solely inconnection with a nomination under (s)
240.14a-11.
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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.
Dated: February 13, 2024
PROSIGHT MANAGEMENT, LP
By: Prosight Partners, LLC
Its: General Partner
By: /s/ W. Lawrence Hawkins
Name: W. Lawrence Hawkins
Title: Sole Manager
PROSIGHT FUND, LP
By: Prosight Management, LP
Its: General Partner
By: Prosight Partners, LLC
Its: General Partner
By: /s/ W. Lawrence Hawkins
Name: W. Lawrence Hawkins
Title: Sole Manager
PROSIGHT PLUS FUND, LP
By: Prosight Management, LP
Its: General Partner
By: Prosight Partners, LLC
Its: General Partner
By: /s/ W. Lawrence Hawkins
Name: W. Lawrence Hawkins
Title: Sole Manager
PROSIGHT PARTNERS, LLC
By: /s/ W. Lawrence Hawkins
Name: W. Lawrence Hawkins
Title: Sole Manager
W. LAWRENCE HAWKINS
/s/ W. Lawrence Hawkins
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EXHIBIT INDEX
Exhibit Description of Exhibit
99.1 Joint Filing Agreement (incorporated herein by reference to Exhibit 99.1 to the
Schedule 13G filed on May 15, 2023, by the Reporting Persons with the SEC).