Amended Statement of Ownership (sc 13g/a)
February 14 2020 - 3:15PM
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
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(Rule 13d-102)
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Information Statement Pursuant to Rules 13d-1 and 13d-2
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Under the Securities Exchange Act of 1934
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(Amendment No. 2 )*
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Audentes
Therapeutics, Inc.
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(Name of Issuer)
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Common stock, par value $0.00001 per share
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(Title of Class of Securities)
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05070R104
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(CUSIP Number)
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December 31, 2019
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Date of Event Which Requires Filing of the Statement
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Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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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 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).
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Cusip No. 05070R104
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13G/A
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Page 2 of 13 Pages
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1.
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NAME OF REPORTING PERSON
Partner Fund Management, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
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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
1,232,873 shares
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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
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.7%1
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12.
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TYPE OF REPORTING PERSON
IA; PN
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1
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The percentages reported in this Schedule 13G/A are based upon
45,783,265 shares of common stock outstanding as of November 4, 2019 (according to the issuer’s Form 10-Q filed with the
Securities and Exchange Commission on November 7, 2019).
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Cusip No. 05070R104
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13G/A
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Page 3 of 13 Pages
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1.
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NAME OF REPORTING PERSON
Partner Fund Management GP, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
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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
1,232,873 shares
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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
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.7%
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12.
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TYPE OF REPORTING PERSON
OO
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Cusip No. 05070R104
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13G/A
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Page 4 of 13 Pages
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1.
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NAME OF REPORTING PERSON
Partner Investment Management, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
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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
17,795 shares
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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
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
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12.
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TYPE OF REPORTING PERSON
IA; PN
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Cusip No. 05070R104
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13G/A
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Page 5 of 13 Pages
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1.
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NAME OF REPORTING PERSON
Partner Investment Management GP, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
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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
17,795 shares
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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
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
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12.
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TYPE OF REPORTING PERSON
OO
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Cusip No. 05070R104
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13G/A
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Page 6 of 13 Pages
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1.
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NAME OF REPORTING PERSON
Brian D. Grossman
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
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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
U.S. Citizen
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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
1,250,668 shares
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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
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.7%
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12.
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TYPE OF REPORTING PERSON
IN
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Cusip No. 05070R104
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13G/A
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Page 7 of 13 Pages
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1.
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NAME OF REPORTING PERSON
Christopher M. James
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
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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
U.S. Citizen
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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
1,250,668 shares
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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
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.7%
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12.
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TYPE OF REPORTING PERSON
IN
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Cusip No. 05070R104
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13G/A
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Page 8 of 13 Pages
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Audentes Therapeutics, Inc.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices
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600 California Street, 17th Floor, San Francisco, California 94108
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Item 2(a)
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Name of Person Filing
This Schedule 13G/A is being jointly filed by Partner Fund Management,
L.P. (“PFM”), Partner Fund Management GP, LLC (“PFM-GP”), Partner Investment Management, L.P. (“PIM”),
Partner Investment Management GP, LLC (“PIM-GP”), Brian D. Grossman (“Grossman”) and Christopher M. James
(“James” and, collectively with PFM, PFM-GP, PIM, PIM-GP and Grossman, the “Reporting Persons”) with respect
to shares of common stock of the above-named issuer owned by Healthcare Emerging Growth Master Fund, L.P., a Cayman Islands limited
partnership (“HEGM”), PFM Healthcare Master Fund, L.P., a Cayman Islands limited partnership (“HCM”), PFM
Therapeutics Master Fund, L.P., a Cayman Islands limited partnership (“TM”), and PFM Healthcare Principals Fund, L.P.,
a Delaware limited partnership (“HCP” and, collectively with HEGM, HCM and TM, the “Funds”).
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PFM is the investment advisor for
the Funds other than HCP. PIM is the investment advisor for HCP. PFM-GP and PIM-GP are, respectively, the general partners of PFM
and PIM. Grossman is the portfolio manager for the health care strategy for the Funds. James is the chief investment officer for
PIM and PFM and member manager of PFM-GP and PIM-GP.
The filing of this statement shall
not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement
other than the securities actually owned by such person (if any).
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Item 2(b)
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Address of Principal Business Office
The address of the principal business office of each of the Reporting Persons is c/o Partner Fund Management, L.P., 4 Embarcadero
Center, Suite 3500, San Francisco, CA 94111.
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Item 2(c)
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Citizenship
Each of PFM and PIM is organized as a limited partnership under the laws of the State of Delaware. Each of PFM-GP and PIM-GP is
organized as a limited liability company under the laws of the State of Delaware. Each of Grossman and James is a U.S. citizen.
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Item 2(d)
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Title of Class of Securities
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Common stock, $0.00001 par value
05070R104
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Cusip No. 05070R104
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13G/A
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Page 9 of 13 Pages
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Item 3
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If this statement is filed pursuant to Rules 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 Exchange Act;
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(b)
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¨ Bank as defined in Section 3(a)(6) of the Exchange Act;
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(c)
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¨ Insurance company as defined in Section 3(a)(19) of the Exchange Act;
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(d)
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¨ Investment company registered under Section 8 of the Investment Company Act;
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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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¨ 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;
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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;
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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).
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If filing as
a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
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Cusip No. 05070R104
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13G/A
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Page 10 of 13 Pages
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A.
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Partner Fund Management, L.P. and Partner Fund Management
GP, LLC
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(a)
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PFM and PFM-GP may be deemed to beneficially own 1,232,873 shares of Common Stock.
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(b)
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The number of shares PFM and PFM-GP may be deemed to beneficially own constitutes approximately 2.7%
of the Common Stock outstanding.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 1,232,873
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 1,232,873
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B.
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Partner Investment Management, L.P. and Partner Investment Management GP, LLC
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(a)
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PIM and PIM-GP may be deemed to beneficially own 17,795 shares of Common Stock.
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(b)
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The number of shares PIM and PIM-GP may be deemed to beneficially own constitutes less than 0.1% of
the Common Stock outstanding.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 17,795
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition
of: 17,795
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Cusip No. 05070R104
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13G/A
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Page 11 of 13 Pages
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(a)
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Grossman may be deemed to beneficially own 1,250,668 shares of Common Stock.
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(b)
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The number of shares Grossman may be deemed to beneficially own constitutes approximately 2.7% of
the Common Stock outstanding.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 1,250,668
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 1,250,668
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(a)
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James may be deemed to beneficially own 1,250,668 shares of Common Stock.
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(b)
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The number of shares James may be deemed to beneficially own constitutes approximately 2.7% of the
Common Stock outstanding.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 1,250,668
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 1,250,668
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Item 5
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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 person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following x.
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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
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See Item 2 above
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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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Cusip No. 05070R104
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13G/A
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Page 12 of 13 Pages
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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
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.
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Cusip No. 05070R104
|
13G/A
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Page 13 of 13 Pages
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After reasonable inquiry
and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated this 14th day of February, 2020.
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PARTNER FUND MANAGEMENT, L.P.
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PARTNER FUND MANAGEMENT GP, LLC
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By:
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Partner Fund Management GP, LLC
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By:
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/s/ Darin Sadow
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its general partner
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Darin Sadow, Authorized Signatory
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By:
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/s/ Darin Sadow
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Darin Sadow, Authorized Signatory
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PARTNER INVESTMENT MANAGEMENT, L.P.
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PARTNER INVESTMENT MANAGEMENT GP, LLC
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By:
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Partner Investment Management GP, LLC,
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By:
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/s/ Darin Sadow
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its general partner
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Darin Sadow, Authorized Signatory
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By:
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/s/ Darin Sadow
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Darin Sadow, Authorized Signatory
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BRIAN D. GROSSMAN
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CHRISTOPHER M. JAMES
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By:
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/s/ Darin Sadow
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By:
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/s/ Darin Sadow
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Darin Sadow, attorney-in-fact*
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Darin Sadow, attorney-in-fact**
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*
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Darin Sadow is signing on behalf of Brian Grossman as attorney-in-fact pursuant to a power of attorney
dated August 4, 2011, and incorporated by reference herein. The power of attorney was filed as an attachment to a filing by certain
of the Reporting Persons on Schedule 13G for K-V Pharmaceutical Company on August 5, 2011.
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**
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Darin Sadow is signing on behalf of Christopher M. James as attorney-in-fact pursuant to a power of
attorney dated August 4, 2011, and incorporated by reference herein. The power of attorney was filed as an attachment to a filing
by certain of the Reporting Persons on Schedule 13G for K-V Pharmaceutical Company on August 5, 2011.
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