Amended Statement of Ownership (sc 13g/a)
February 14 2020 - 4:23PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of
1934
(Amendment No. 1)
Audentes
Therapeutics, Inc.
(Name of Issuer)
Common
Stock, $0.00001 par value
(Title of Class of Securities)
05070R104
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
x 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 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.
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).
CUSIP No. 05070R104
|
1
|
Name of Reporting Person
Redmile Group, LLC
|
|
2
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨
|
|
3
|
SEC Use Only
|
|
4
|
Citizenship or Place
of Organization
Delaware
|
|
number
of
shares
beneficially
owned by
each
reporting
person with
|
5
|
Sole Voting Power
0
|
|
6
|
Shared Voting Power
639,095
(1)
|
|
7
|
Sole
Dispositive Power
0
|
|
8
|
Shared Dispositive Power
639,095
(1)
|
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
639,095 (1)
|
|
10
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
11
|
Percent of Class Represented
by Amount in Row (9)
1.4%(2)
|
|
12
|
Type of Reporting Person
(See Instructions)
IA, OO
|
|
|
|
|
|
(1)
Redmile Group, LLC’s beneficial ownership of the Issuer’s common stock (“Common Stock”) is comprised of
639,095 shares of Common Stock owned by certain private investment vehicles and/or separately managed accounts managed by Redmile
Group, LLC, which shares of Common Stock may be deemed beneficially owned by Redmile Group, LLC as investment manager of such private
investment vehicles and/or separately managed accounts. The reported securities may also be deemed beneficially owned by Jeremy
C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares,
except to the extent of its or his pecuniary interest in such shares, if any.
(2) Percentage based on 45,783,265 shares of Common
Stock outstanding as of November 4, 2019, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2019 filed with the Securities and Exchange Commission on November 7, 2019 (the “Form 10-Q”).
CUSIP No. 05070R104
|
1
|
Name of Reporting Person
Jeremy C. Green
|
|
2
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨
|
|
3
|
SEC Use Only
|
|
4
|
Citizenship or Place
of Organization
United Kingdom
|
|
number
of
shares
beneficially
owned by
each
reporting
person with
|
5
|
Sole Voting Power
0
|
|
6
|
Shared Voting Power
639,095
(3)
|
|
7
|
Sole
Dispositive Power
0
|
|
8
|
Shared Dispositive Power
639,095
(3)
|
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
639,095 (3)
|
|
10
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
11
|
Percent of Class Represented
by Amount in Row (9)
1.4%(4)
|
|
12
|
Type of Reporting Person
(See Instructions)
IN, HC
|
|
|
|
|
|
(3)
Jeremy C. Green’s beneficial ownership of Common Stock is comprised of 639,095 shares of Common Stock owned by certain private
investment vehicles and/or separately managed accounts managed by Redmile Group, LLC, which shares of Common Stock may be deemed
beneficially owned by Redmile Group, LLC as investment manager of such private investment vehicles and/or separately managed accounts.
The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile
Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest
in such shares, if any.
(4) Percentage based on 45,783,265 shares of Common
Stock outstanding as of November 4, 2019, as reported by the Issuer in the Form 10-Q.
Item 1.
Audentes Therapeutics, Inc.
|
|
(b)
|
Address of Issuer’s Principal Executive Offices
|
600 California Street, 17th Floor
San Francisco, CA 94108
Item 2.
|
|
(a)
|
Names of Persons Filing
|
Redmile Group, LLC
Jeremy C. Green
|
|
(b)
|
Address of Principal Business office or, if None, Residence
|
Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129
Jeremy C. Green
c/o Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129
Redmile Group, LLC: Delaware
Jeremy C. Green: United Kingdom
|
|
(d)
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Title of Class of Securities
|
Common Stock, $0.00001 par value
05070R104
|
|
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:
|
|
|
(a)
|
¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|
|
(b)
|
¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
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(c)
|
¨ 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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x 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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¨ 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 associations as defined in Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813);
|
|
|
(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 (15 U.S.C. 80a-3);
|
|
|
(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)
|
¨ 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: __________
|
|
|
(a)
|
Amount beneficially owned:
|
Redmile Group, LLC – 639,095*
Jeremy C. Green – 639,095*
Redmile Group, LLC – 1.4%**
Jeremy C. Green – 1.4%**
|
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(c)
|
Number of shares as to which Redmile Group, LLC has:
|
|
|
(i)
|
Sole power to vote or to direct the vote:
|
0
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
639,095*
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
639,095*
Number of shares as to which Jeremy C. Green has:
|
|
(i)
|
Sole power to vote or to direct the vote:
|
0
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
639,095*
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
639,095*
|
|
*
|
Redmile Group, LLC’s and Jeremy C. Green’s beneficial ownership of the Issuer’s
Common Stock is comprised of 639,095 shares of Common Stock owned by certain private investment vehicles and/or separately managed
accounts managed by Redmile Group, LLC, which shares of Common Stock may be deemed beneficially owned by Redmile Group, LLC as
investment manager of such private investment vehicles and/or separately managed accounts. The reported securities may also be
deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim
beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
|
|
|
**
|
Percentage based on 45,783,265 shares of Common Stock
outstanding as of November 4, 2019, as reported by the Issuer in the Form 10-Q.
|
|
|
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 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 Five Percent on Behalf of Another Person.
|
N/A.
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
Company or Control Person.
|
See Exhibit A attached hereto.
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
N/A
|
|
Item 9.
|
Notice of Dissolution of Group.
|
N/A
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.
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: February 14, 2020
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Redmile Group, LLC
|
|
|
|
|
|
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By:
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/s/ Jeremy C. Green
|
|
|
|
Name: Jeremy C. Green
Title: Managing Member
|
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/s/
Jeremy C. Green
|
|
|
Jeremy C. Green
|
Exhibit A
Redmile Group, LLC is the relevant entity for which Jeremy C.
Green may be considered a control person.
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