Statement of Ownership (sc 13g)
October 04 2021 - 3:35PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
JASPER
THERAPEUTICS, INC.
(Name of Issuer)
Common Stock,
par value $0.0001
(Title of Class of Securities)
471871 103
(CUSIP Number)
September 24,
2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
☐
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Rule 13d-1(b)
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☒
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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*
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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 the disclosures provided in
a prior cover page.
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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 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).
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1.
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Names
of Reporting Persons
Amplitude Healthcare Holdings LLC
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☒
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3.
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SEC Use Only
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4.
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole
Voting Power
2,300,000(1)
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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
2,300,000(1)
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8.
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Shared
Dispositive Power
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
2,300,000(1)
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent
of Class Represented by Amount in Row (9)
6.30%(2)
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12.
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Type
of Reporting Person (See Instructions)
OO
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1.
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Names
of Reporting Persons
Metalmark Amplitude Healthcare Holdings LLC
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☒
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Delaware
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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
2,300,000(1)
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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
2,300,000(1)
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
2,300,000(1)
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent
of Class Represented by Amount in Row (9)
6.30%(2)
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12.
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Type
of Reporting Person (See Instructions)
OO
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1.
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Names
of Reporting Persons
HC IC HOLDINGS LLC
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☒
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3.
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SEC Use Only
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4.
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole
Voting Power
200,000(3)
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6.
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Shared
Voting Power
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7.
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Sole
Dispositive Power
200,000(3)
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8.
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Shared Dispositive Power
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
200,000(3)
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent
of Class Represented by Amount in Row (9)
0.55%(2)
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12.
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Type
of Reporting Person (See Instructions)
OO
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1.
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Names
of Reporting Persons
Howard I. Hoffen
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☒
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Delaware
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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
2,500,000(1)(3)
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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
2,500,000(1)(3)
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
2,500,000(1)(3)
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent
of Class Represented by Amount in Row (9)
6.85%(2)
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12.
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Type
of Reporting Person (See Instructions)
IN
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1.
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Names
of Reporting Persons
Kenneth F. Clifford
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☒
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Delaware
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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
2,500,000(1)(3)
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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
2,500,000(1)(3)
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
2,500,000(1)(3)
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent
of Class Represented by Amount in Row (9)
6.85%(2)
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12.
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Type
of Reporting Person (See Instructions)
IN
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(1)
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Amplitude Healthcare Holdings LLC, is the record holder of the shares reported herein. Metalmark Amplitude Healthcare Holdings LLC is
the managing member of Amplitude Healthcare Holdings LLC. Mr. Hoffen and Mr. Clifford, as partners of Metalmark Capital II LLC (“Metalmark”),
which is the managing member of Metalmark Amplitude Healthcare Holdings LLC. Mr. Hoffen and Mr. Clifford may be deemed to share beneficial
ownership of the shares directly held by Amplitude Healthcare Holdings LLC. Each such person disclaims any beneficial ownership of the
reported shares other than to the extent of any pecuniary interest they may have therein.
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(2)
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Percentage based on 36,520,288 shares of the Issuer’s Voting Common Stock outstanding as of September 24, 2021, as reported in
the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2021.
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(3)
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HC IC Holdings LLC is the record holder of the shares reported herein. Mr. Hoffen and Mr. Clifford are the members of HC IC Holdings
LLC. Mr. Hoffen and Mr. Clifford may be deemed to share beneficial ownership of the shares directly held by HC IC Holdings LLC. Each
such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have
therein.
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Item 1.
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(a)
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Name
of Issuer
Jasper Therapeutics, Inc. (the “Issuer”)
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(b)
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Address
of Issuer’s Principal Executive Offices
2200 Bridge Parkway, Suite #102
Redwood
City, CA 94065
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Item 2.
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(a)
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Name
of Person Filing
Amplitude Healthcare Holdings LLC, Metalmark Amplitude Healthcare Holdings LLC, HC IC Holdings LLC, Howard Hoffen, Kenneth Clifford
(collectively, the “Reporting Persons”)
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(b)
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Address
of Principal Business Office or, if none, Residence
1177 Avenue of the Americas, Fl 40
New York,
NY 10036
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(c)
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Citizenship
Amplitude Healthcare Holdings LLC is a limited liability company formed in Delaware. Metalmark Amplitude Healthcare Holdings LLC
is a limited liability company formed in Delaware. HC IC Holdings LLC is a limited liability company formed in Delaware. Each of
Howard Hoffen and Kenneth Clifford is a citizen of the United States of America.
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(d)
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Title
of Class of Securities
Voting Common Stock, par value $0.0001
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(e)
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CUSIP
Number
471871 103
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Item 3.
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If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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☐
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Broker or dealer registered under
section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c);
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(c)
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Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c);
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(d)
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Investment company registered
under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company
or control person in accordance with §240.13d-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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☐
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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 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with § 240.13d—1(b)(1)(ii)(J);
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(k)
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Group,
in accordance with § 240.13d—1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with
§
240.13d—1(b)(1)(ii)(J), please specify the type of institution:
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Item 4.
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Ownership
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(a), (b) and (c)—The information contained on the cover page
to this Schedule 13G is incorporated herein by reference.
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Item 5.
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Ownership of Five Percent or Less of a Class
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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 five percent of the class of securities, check the following
☐.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Not applicable
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable
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Item 9.
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Notice of Dissolution of Group
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Not applicable
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Item 10.
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Certification
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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 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, other than activities solely in connection with a nomination under §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.
Date: October 4, 2021
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Amplitude Healthcare Holdings, LLC
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By:
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Metalmark Amplitude Healthcare Holdings LLC, its managing member
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By:
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/s/ Kenneth Clifford
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Name: Kenneth Clifford
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Title: Authorized Person
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HC IC Holdings LLC.
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By:
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/s/ Kenneth Clifford
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Name: Kenneth Clifford
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Title: Member
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/s/ Howard Hoffen
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Howard Hoffen
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/s/ Kenneth Clifford
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Kenneth Clifford
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Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall
be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge
that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning
him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the
others, except to the extent that it knows or has reason to believe that such information is inaccurate.
Dated: October 4, 2021
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Amplitude Healthcare Holdings, LLC
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By:
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Metalmark Amplitude Healthcare Holdings
LLC, its managing member
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By:
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/s/ Kenneth Clifford
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Name:
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Kenneth Clifford
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Title:
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Authorized Person
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HC IC Holdings LLC.
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By:
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/s/ Kenneth Clifford
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Name:
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Kenneth Clifford
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Title:
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Member
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/s/ Howard Hoffen
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Howard Hoffen
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/s/ Kenneth Clifford
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Kenneth Clifford
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