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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Convertible Preferred Stock | (1) | 05/10/2024 | A(1) | 1,150,922 | (1) | (1) | Common Stock | 57,546,100 | $ 108.5 (1) | 1,150,922 | I | See Footnotes (2) (5) (6) | |||
| Series A Convertible Preferred Stock | (1) | 05/10/2024 | M(1) | 1,150,922 | (1) | (1) | Common Stock | 57,546,100 | $ 0 | 0 | I | See Footnotes (2) (5) (6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Artal International S.C.A. VALLEY PARK, 44, RUE DE LA VALLEE LUXEMBOURG, N4 L-2661 |
X | X | ||
| Wittouck Amaury VALLEY PARK, 44, RUE DE LA VALLEE LUXEMBOURG, N4 L-2661 |
X | X | ||
| Artal International Management S.A. VALLEY PARK, 44, RUE DE LA VALLEE LUXEMBOURG, N4 L-2661 |
X | X | ||
| Artal Group S.A. VALLEY PARK, 44, RUE DE LA VALLEE LUXEMBOURG, N4 L-2661 |
X | X | ||
| Westend S.A. VALLEY PARK, 44, RUE DE LA VALLEE LUXEMBOURG, N4 L-2661 |
X | X | ||
| Stichting Administratiekantoor Westend CLAUDE DEBUSSYLAAN 46 AMSTERDAM, P7 1082 MD |
X | X | ||
| Invus Public Equities, L.P. 750 LEXINGTON AVENUE, 30TH FLOOR NEW YORK, NY 10022 |
X | X | ||
| Invus, L.P. 750 LEXINGTON AVENUE, 30TH FLOOR NEW YORK, NY 10022 |
X | X | ||
| Invus Public Equities Advisors, LLC 750 LEXINGTON AVENUE, 30TH FLOOR NEW YORK, NY 10022 |
X | X | ||
| Invus Advisors, L.L.C. 750 LEXINGTON AVENUE, 30TH FLOOR NEW YORK, NY 10022 |
X | X | ||
| ARTAL INTERNATIONAL S.C.A., By: Artal International Management S.A., its managing partner, By: /s/ Pierre Claudel, Name: Pierre Claudel, Title: Managing Director | 05/14/2024 | |
| **Signature of Reporting Person | Date | |
| ARTAL INTERNATIONAL MANAGEMENT S.A., By: /s/ Pierre Claudel, Name: Pierre Claudel, Title: Managing Director | 05/14/2024 | |
| **Signature of Reporting Person | Date | |
| ARTAL GROUP S.A., By: /s/ Anne Goffard, Name: Anne Goffard, Title: Authorized Person | 05/14/2024 | |
| **Signature of Reporting Person | Date | |
| WESTEND S.A., By: /s/ Pierre Claudel, Name: Pierre Claudel, Title: Managing Director | 05/14/2024 | |
| **Signature of Reporting Person | Date | |
| STICHTING ADMINISTRATIEKANTOOR WESTEND, By: /s/ Amaury Wittouck, Name: Amaury Wittouck, Title: Sole Member of the Board | 05/14/2024 | |
| **Signature of Reporting Person | Date | |
| AMAURY WITTOUCK, By: /s/ Amaury Wittouck | 05/14/2024 | |
| **Signature of Reporting Person | Date | |
| INVUS L.P., By: Invus Advisors L.L.C., its general partner, By: /s/ Philip Bafundo, Name: Philip Bafundo, Title: Chief Financial Officer | 05/14/2024 | |
| **Signature of Reporting Person | Date | |
| Invus Public Equities, L.P., By: Invus Public Equities Advisors, LLC, its general partner, By: /s/ Philip Bafundo, Name: Philip Bafundo, Title: Chief Financial Officer | 05/14/2024 | |
| **Signature of Reporting Person | Date | |
| Invus Advisors L.L.C., By: /s/ Philip Bafundo, Name: Philip Bafundo, Title: Chief Financial Officer | 05/14/2024 | |
| **Signature of Reporting Person | Date | |
| Invus Public Equities Advisors, LLC., By: /s/ Philip Bafundo, Name: Philip Bafundo, Title: Chief Financial Officer | 05/14/2024 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On March 13, 2024, Artal International S.C.A. acquired 1,150,922 shares of Series A convertible preferred stock, $0.01 par value per share (the "Preferred Stock") of the Issuer at a price of $108.50 per share. Each share of Preferred Stock would automatically convert into 50 shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock") upon receipt of shareholder approval and the satisfaction of certain other conditions (the "Conditions"); however, absent the satisfaction of such conditions, the shares were not convertible and as such, the Preferred Stock was originally reported on Table I. On May 10, 2024, all Conditions were met, and the 1,150,922 shares of Preferred Stock became derivative securities and automatically converted into 57,546,100 shares of Issuer Common Stock. |
| (2) | These securities are directly held by Artal International S.C.A. |
| (3) | These securities are directly held by Invus Public Equities, L.P. |
| (4) | These securities are directly held by Invus, L.P. |
| (5) | Invus Public Equities Advisors, LLC is the general partner of Invus Public Equities, L.P., and Invus Advisors, L.L.C. is the general partner of Invus, L.P. The Geneva branch of Artal International S.C.A. is the managing member of Invus Public Equities Advisors, LLC. Artal International S.C.A. is the managing member of Invus Advisors, L.L.C. The managing partner of Artal International S.C.A. is Artal International Management S.A. The sole stockholder of Artal International Management S.A. is Artal Group S.A. The parent company of Artal Group S.A. is Westend S.A. The majority stockholder of Westend S.A. is Stichting Administratiekantoor Westend (the "Stichting"). Mr. Amaury Wittouck is the sole member of the board of the Stichting. |
| (6) | Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose. |
| Remarks: Invus US Partners LLC directly holds 5,451,204 shares of Common Stock, which securities are reported on a separate Form 4. For purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors by deputization of the Issuer by virtue of Invus, L.P.'s right to designate certain members of the Issuer's board of directors pursuant to a stockholders' agreement between the Issuer and Invus, L.P. |
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