Amendment No. 3 to schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

Corvus Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

221015 10 0

(CUSIP Number)

Peter Haahr

Novo Holdings A/S

Tuborg Havnevej 19

Hellerup, Denmark DK-2900

+45 3527 6592

Copy to:

B. Shayne Kennedy, Esq.

Latham & Watkins LLP

650 Town Center Drive, 20th Floor

Costa Mesa, CA 92626

Telephone: (714) 540-1235

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 7, 2020

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

 

*

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 (the “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.: 221015 10 0

 

  1.    

  Name of Reporting Person:

 

  Novo Holdings A/S

  2.    

  Check the Appropriate Box if a Member of Group (See Instructions):

  (a)  ☐        (b)  ☐

 

  3.    

  SEC Use Only:

 

  4.    

  Source of Funds:

 

  WC

  5.    

  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

  ☐

  6.    

  Citizenship or Place of Organization:

 

  Denmark

Number of

Shares

  Beneficially  

Owned By

Each

Reporting

Person

With:

    7.     

  Sole Voting Power:

 

  1,389,498

  8.     

  Shared Voting Power:

 

  0

  9.     

  Sole Dispositive Power:

 

  1,389,498

  10.     

  Shared Dispositive Power:

 

  0

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person:

 

  1,389,498

12.    

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares:

 

  ☐

13.    

  Percent of Class Represented By Amount In Row (11):

 

  4.97% (1)

14.    

  Type of Reporting Person:

 

  CO

 

(1)

Based upon 27,953,233 shares of Common Stock outstanding as of April 30, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2020.

 

2


This amendment (“Amendment No. 3”), amends the Schedule 13D originally filed with the SEC on March 30, 2016 as subsequently amended by Amendment No. 1 filed with the SEC on January 31, 2019 and Amendment No. 2 filed with the SEC on July 29, 2019 (collectively, the “Schedule”) to report a decrease in beneficial ownership of common stock of the Issuer held by Novo Holdings A/S resulting from the sale of shares by Novo Holdings A/S. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule.

 

2.

Identity and Background

Item 2 of the Schedule is amended and replaced in its entirety as follows, including for the purpose of updating the directors and executive officers of Novo Holdings A/S and the Foundation listed on Schedule I:

(a) The reporting person is Novo Holdings A/S (“Novo Holdings A/S”), a Danish limited liability company that is wholly owned by Novo Nordisk Fonden (the “Foundation”), a Danish commercial foundation. Novo Holdings A/S is the holding company in the group of Novo companies (currently comprised of Novo Nordisk A/S and Novozymes A/S) and is responsible for managing the Foundation’s assets, including its financial assets. Based on the governance structure of Novo Holdings A/S and the Foundation, the Foundation is not deemed to have any beneficial ownership of the securities of the Issuer held by Novo Holdings A/S.

The name of each director and executive officer of both Novo Holdings A/S and the Foundation is set forth on Schedule I to this Amendment No. 3.

(b) The business address of both Novo Holdings A/S and the Foundation is Tuborg Havnevej 19, 2900 Hellerup, Denmark. The residence or business address of each director and executive officer of both Novo Holdings A/S and the Foundation is set forth on Schedule I to this Amendment No. 3.

(c) Novo Holdings A/S, a holding company that is responsible for managing the Foundation’s assets, provides seed and venture capital to development stage companies and invests in well-established companies within the life science and biotechnology sector. The Foundation is a Danish self-governing and profit-making foundation, whose objectives are to provide a stable basis for commercial and research activities undertaken by the group of Novo companies and to support scientific, humanitarian and social purposes through grants.

(d) Within the last five years, neither Novo Holdings A/S, the Foundation, nor any person named in Schedule I has been convicted in any criminal proceedings.

(e) Within the last five years, neither Novo Holdings A/S, the Foundation, nor any person named in Schedule I was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 5.

Interest in Securities of the Issuer

Item 5(a) of the Schedule is amended and replaced in its entirety as follows:

(a) Novo Holdings A/S beneficially owns 1,389,498 shares of Common Stock (the “Novo Shares”), representing approximately 4.97% of the Issuer’s outstanding Common Stock, based upon 27,953,233 shares of Common Stock outstanding as of April 30, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on April 30, 2020.

Item 5(b) of the Schedule is amended and replaced in its entirety as follows:

(b) Novo Holdings A/S is a Danish limited liability company wholly owned by the Novo Nordisk Foundation. Novo Holdings A/S, through its Board of Directors (the “Novo Board”), has the sole power to vote and dispose of the Novo Shares. The Novo Board may exercise voting and dispositive control over the Novo Shares with approval by a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Novo Shares. Except as described above regarding the Novo Board, neither the Foundation nor any person listed on Schedule I has the power to direct the vote as to, or the disposition of, the Novo Shares.

 

3


Item 5(c) of the Schedule is supplemented as follows:

(c) On July 7, 2020, Novo Holdings A/S sold 796,622 shares of the Issuer’s Common Shares in the open market through a broker’s transaction at a weighted average price of $5.2514 per share.

On July 8, 2020, Novo Holdings A/S sold 741,440 shares of the Issuer’s Common Shares in the open market through a broker’s transaction at a weighted average price of $ 5.3749 per share.

Item 5(e) of the Schedule is amended and replaced in its entirety as follows:

(e) On July 8, 2020, Novo Holdings A/S ceased to be the beneficial owner of more than five percent of the class of securities.

 

4


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.

 

Dated: July 8, 2020     Novo Holdings A/S
   

/s/ Peter Haahr

    By:   Peter Haahr
    Its:   Chief Financial Officer


Schedule I

Information regarding each director and executive officer of both Novo Holdings A/S and the Novo Nordisk Foundation is set forth below.

 

Novo Holdings A/S

Name, Title

 

Address

 

Principal Occupation

 

Citizenship

Lars Rebien Sørensen,
Chairman of the Board
  Christianholms Tværvej 27, 2930 Klampenborg Denmark   Professional Board Director   Denmark
Steen Riisgaard,
Vice Chairman of the Board
  Hestetangsvej 155,
3520 Farum, Denmark
  Professional Board Director   Denmark
Jean-Luc Butel,
Director
  235 Arcadia Road, #03-04, 28984 Singapore   Global Healthcare Advisor, President, K8 Global Pte Ltd.   Singapore
Jeppe Christiansen,
Director
  Løngangstræde 21 A, 5.,
1468 København K Denmark
  Chief Executive Officer,
Fondsmaeglerselskabet Maj Invest A/S
  Denmark
Francis Michael Cyprian Cuss,
Director
  111 Rippling Brook Way,
Bernardsville, NJ 07924 USA
  Former Executive Vice President and Chief Scientific Officer of Bristol-Myers Squibb   United Kingdom
Viviane Monges,
Director
  Chemin de Craivavers 32, 1012 Lausanne, Switzerland   Professional Board Director   France
Poul Carsten Stendevad,
Director
  3220 Idaho Ave NW
Washington, DC 20016 USA
  Senior Fellow,
Bridgewater Associates
  Denmark
Kasim Kutay,
Chief Executive Officer of Holdings A/S
  Bredgade 63, 3.tv. 1260 København K Denmark   Chief Executive Officer of Novo Holdings A/S   United Kingdom
Peter Haahr,
Chief Financial Officer of Novo Holdings A/S
  Ordrup Have 21 2900 Charlottenlund Denmark   Chief Financial Officer of Novo Holdings A/S   Denmark

 

Novo Nordisk Foundation

Name, Title

 

Address

 

Principal Occupation

 

Citizenship

Lars Rebien Sørensen,

Chairman of the Board

 

Christianholms Tværvej 27

2930 Klampenborg

Denmark

  Professional Board Director   Denmark

Marianne Philip,

Vice Chairman of the Board

 

Annasvej 28

2900 Hellerup

Denmark

  Attorney   Denmark

Steen Riisgaard,

Director

  Hestetangsvej 155
3520 Farum Denmark
  Professional Board Director   Denmark

Birgitte Nauntofte,

Chief Executive Officer

 

Engbakkevej 24
2920 Charlottenlund

Denmark

  Chief Executive Officer, Novo Nordisk Foundation   Denmark


Novo Nordisk Foundation

Name, Title

 

Address

 

Principal Occupation

 

Citizenship

Niels Peder Nielsen,

Deputy CEO

 

Winthersvej 10, 3480 Fredensborg

Denmark

  Deputy CEO, Novo Nordisk Foundation   Denmark

Anne Marie Kverneland,

Director

 

Nybrovej 216

2800 Kgs. Lyngby

Denmark

  Laboratory technician, Novo Nordisk A/S   Denmark

Lars Bo Køppler,

Director

 

Anemonevej 7

3550 Slangerup

Denmark

  Technician, Novozymes A/S   Denmark

Lars Fugger,

Director

  72 Staunton Road, Headington
OX3 7TP
Great Britain
  Professor, John Radcliffe Hospital, University of Oxford, Oxford, Great Britain   Denmark

Lars Henrik Munch,

Director

 

Galionsvej 46

1437 København K

Denmark

  Professional Board Director   Denmark

Mads Boritz Grøn,

Director

 

Horsevænget 4

3400 Hillerød

Denmark

  Senior Lead Auditor   Denmark

Liselotte Højgaard,

Director

 

Grønningen 21

1270 København K

Denmark

  Professor   Denmark