Amended Statement of Ownership (sc 13g/a)
February 18 2015 - 5:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Achillion
Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
00448Q201
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which the Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
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1. |
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NAMES OF
REPORTING PERSONS Blackwell Partners LLC |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) x |
3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
0 |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
0 |
9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
10. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW 9
EXCLUDES CERTAIN SHARES ¨ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 0.0% |
12. |
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TYPE OF REPORTING PERSON
OO |
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1. |
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NAMES OF
REPORTING PERSONS Duke University |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) x |
3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION North Carolina |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
0 |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
0 |
9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
10. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW 9
EXCLUDES CERTAIN SHARES ¨ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 0.0% |
12. |
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TYPE OF REPORTING PERSON
OO |
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1. |
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NAMES OF
REPORTING PERSONS DUMAC, Inc. |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) x |
3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION North Carolina |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
0 |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
0 |
9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
10. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW 9
EXCLUDES CERTAIN SHARES ¨ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 0.0% |
12. |
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TYPE OF REPORTING PERSON
CO |
Item 1(a). |
Name of Issuer: |
Achillion Pharmaceuticals, Inc. (the Issuer)
Item 1(b). |
Address of Issuers Principal Executive Offices: |
300 George Street
New Haven, CT 06511
Item 2(b). |
Name of Person Filing: |
The Reporting Persons are:
Blackwell Partners LLC
Duke
University
DUMAC, Inc.
Item 2(b). |
Address of Principal Business Office: |
Blackwell Partners LLC
c/o DUMAC, Inc.
280 S Mangum
St., Suite 210
Durham, NC 27701
Duke University
c/o DUMAC,
Inc.
280 S Mangum St., Suite 210
Durham, NC 27701
DUMAC, Inc.
280 S Mangum St., Suite 210
Durham, NC 27701
Blackwell Partners LLC
Delaware
Duke University
North Carolina
DUMAC, Inc.
North Carolina
Item 2(d). |
Title of Class of Securities |
Common Stock, $.001 par value per share (the Common
Stock)
00448Q201
Item 3. |
If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
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(a) |
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Broker or dealer registered under Section 15 of the Act. |
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(b) |
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¨ |
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Bank as defined in Section 3(a)(6) of the Act. |
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(c) |
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Insurance company as defined in Section 3(a)(19) of the Act. |
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(d) |
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Investment company registered under Section 8 of the Investment Company Act of 1940. |
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(e) |
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
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(f) |
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x |
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
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(g) |
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
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(h) |
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
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(i) |
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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. |
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(j) |
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A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J). |
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(k) |
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
The Reporting Persons previously filed a Schedule 13G voluntarily. The
Reporting Persons believe that at the time of the filing of the Schedule 13G they did not beneficially own any of the Issuers securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the Reporting
Persons disclaim beneficial ownership of any of the Issuers securities. The Reporting Persons continue to believe that they do not beneficially own any of the Issuers securities for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, but the Reporting Persons hold 1,883,438 shares of the Issuers common stock, plus 580,000 shares underlying options exercisable within 60 days (collectively, the Held Shares), representing
approximately 2.5% of the Issuers outstanding common stock, based on 100,247,190 shares of Issuer common stock outstanding as of November 1, 2014, as disclosed in the Issuers Form 10-Q filed with the SEC on November 4, 2014. Each of the
Reporting Persons disclaims beneficial ownership of the Held Shares, and neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons is the beneficial owner of the Held
Shares for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Item 5. |
Ownership of Five Percent or Less of Class |
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.
Item 6. |
Ownership of More Than 5 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.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or 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.
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.
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DATED: February 17, 2015 |
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Blackwell Partners LLC |
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By: |
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/s/ Robert E. McGrail |
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Name: |
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Robert E. McGrail |
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Title: |
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Secretary |
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DUMAC, Inc. |
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Duke University |
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By: |
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/s/ Robert E. McGrail |
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Name: |
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Robert E. McGrail |
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Title: |
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Secretary |
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DUMAC, Inc. |
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DUMAC, Inc. |
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By: |
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/s/ Robert E. McGrail |
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Name: |
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Robert E. McGrail |
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Title: |
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Secretary |
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DUMAC, Inc. |
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