Amended Statement of Ownership (sc 13g/a)
13 Febrero 2018 - 3:16PM
Edgar (US Regulatory)
SCHEDULE 13G
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Under the Securities
Exchange Act of 1934
(Amendment No.
1)*
Arcturus Therapeutics Ltd.
(Name of Issuer)
Ordinary Shares, par value NIS 0.01 per share
(Title of Class of Securities)
M1492T105
(CUSIP number)
December 31, 2017
(Date of event which requires filing of
this statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
* 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.
M1492T105
|
|
1
|
NAMES OF REPORTING PERSONS
Baker Bros. Advisors LP
|
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
-0-
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
(See Instructions)
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% (1)
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IA, PN
|
|
(1)
|
Based on 10,568,901
Ordinary Shares of Arcturus Therapeutics Ltd. (the “Issuer”) outstanding as of November 16, 2017 as reported in the
Issuer’s Form 6-K filed with the Securities and Exchange Commission (“SEC”) on November 16, 2017.
|
CUSIP No.
M1492T105
|
|
1
|
NAMES OF REPORTING PERSONS
Baker Bros. Advisors (GP) 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
-0-
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
(See Instructions)
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% (1)
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
HC, OO
|
|
(1)
|
Based on 10,568,901
Ordinary Shares of the Issuer outstanding as of November 16, 2017 as reported in the Issuer’s Form 6-K filed with the SEC
on November 16, 2017.
|
CUSIP No.
M1492T105
|
|
1
|
NAMES OF REPORTING PERSONS
Felix J. Baker
|
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 States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
-0-
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
(See Instructions)
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% (1)
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN, HC
|
|
(1)
|
Based on 10,568,901
Ordinary Shares of the Issuer outstanding as of November 16, 2017 as reported in the Issuer’s Form 6-K filed with the SEC
on November 16, 2017.
|
CUSIP No.
M1492T105
|
|
1
|
NAMES OF REPORTING PERSONS
Julian C. Baker
|
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 States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
-0-
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
(See Instructions)
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% (1)
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN, HC
|
|
(1)
|
Based on 10,568,901 Ordinary Shares of the Issuer
outstanding as of November 16, 2017 as reported in the Issuer’s Form 6-K filed with the SEC on November 16, 2017.
|
Amendment No. 1 to Schedule 13G
This Amendment No. 1 to Schedule 13G amends the previously filed
Schedule 13G filed by Baker Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors (GP) LLC (the “Adviser GP”),
Julian C. Baker and Felix J. Baker (collectively, the “Reporting Persons”). Except as supplemented herein, such statements,
as heretofore amended and supplemented, remain in full force and effect.
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Item 1(a)
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Name of Issuer:
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Arcturus Therpaeutics,
Inc. (formerly Alcobra Ltd.) (the “Issuer”)
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Item 1(b)
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Address of Issuer’s Principal Executive Offices:
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10628 Science Center Drive, Suite
200
San Diego, California 92121
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Item 2(a)
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Name of Person Filing:
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This
Amendment No. 1 is being filed jointly by the Reporting Persons.
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Item 2(b)
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Address of Principal Business Office or, if None, Residence:
|
The business address of each of
the Reporting Persons is:
c/o Baker Bros. Advisors LP
860 Washington Street, 3
rd
Floor
New York, NY 10014
(212) 339-5690
The Adviser is a limited partnership organized under
the laws of the State of Delaware. The Adviser GP is a limited liability company organized under the laws of the State of Delaware.
The citizenship of each of Julian C. Baker and Felix J. Baker is the United States of America.
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Item 2(d)
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Title of Class of Securities
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Ordinary
Shares, NIS 0.01 par value per share (“Ordinary Shares”)
M1492T105
|
Item 3.
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If this statement is filed pursuant to §§240.13d-1(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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¨
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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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¨
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Investment company registered under section 8 of the Investment Company Act of 1940.
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(e)
|
x
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
|
(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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x
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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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¨
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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 of 1940.
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(j)
|
¨
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
Items 5 through 9 and 11 of each of the cover pages to this
Schedule 13G are incorporated herein reference. Certain securities of the Issuer are directly held by each of Baker Brothers Life
Sciences, L.P. (“Life Sciences”) and 667, L.P. (“667”, and together with Life Sciences, the “Funds”).
The information set forth below is based upon 10,568,901 Ordinary Shares outstanding as of November 16, 2017 as reported in the
Issuer’s Form 6-K filed with the SEC on November 16, 2017. Such percentage figures are calculated in accordance with Rule
13d-3 under the Securities Exchange Act of 1934, as amended.
Name
|
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Number of Shares of Common Stock we own or have the right to acquire within 60 days
|
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Percent of Class Outstanding
|
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667, L.P.
|
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|
-
|
|
|
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0.0
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%
|
Baker Brothers Life Sciences, L.P.
|
|
|
-
|
|
|
|
0.0
|
%
|
Total
|
|
|
-
|
|
|
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0.0
|
%
|
Pursuant to management agreements, as amended, among the Adviser,
the Funds and their respective general partners, the Funds’ respective general partners relinquished to the Adviser all discretion
and authority with respect to the investment and voting power of the securities held by the Funds, and thus the Adviser has complete
and unlimited discretion and authority with respect to the Funds’ investments and voting power over investments.
The Adviser GP, Felix J. Baker and Julian C. Baker as principals
of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds,
and may be deemed to have the sole power to vote or direct the vote of and the power to dispose or direct the disposition of such
securities.
The Reporting Persons disclaim beneficial ownership of the securities
held by each of the Funds, and this Amendment No. 1 shall not be deemed an admission that the Reporting Persons are the beneficial
owners of such securities for purposes of Section 13(d) or for any other purpose.
|
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 five 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.
|
The information in Item
4 is incorporated herein by reference.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
N/A
|
Item 9.
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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 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.
February 13, 2018
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BAKER BROS. ADVISORS LP
|
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By:
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Baker Bros. Advisors (GP) LLC, its general partner
|
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By:
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/s/ Scott L. Lessing
|
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Name: Scott L. Lessing
Title: President
|
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BAKER BROS. ADVISORS (GP) LLC
|
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By:
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/s/ Scott L. Lessing
|
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Name: Scott L. Lessing
Title: President
|
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/s/ Julian C. Baker
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Julian C. Baker
|
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/s/ Felix J. Baker
|
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Felix J. Baker
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