Amended Statement of Beneficial Ownership (sc 13d/a)
11 Enero 2016 - 3:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Acceleron
Pharma Inc.
(Name of Issuer)
Common Stock,
$0.001 par value
(Title of Class of Securities)
00434H108
(CUSIP Number)
Robert J. Hugin
Chairman of the Board
and Chief Executive Officer
Celgene Corporation
86
Morris Avenue
Summit, New Jersey 07901
(908) 673-9000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 11, 2016
(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 the subject of this Schedule 13D, and is filing this schedule 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 for other parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting persons 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).
SCHEDULE 13D
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1 |
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Name of
reporting person: I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CELGENE CORPORATION 22-2711928 |
2 |
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Check the appropriate box if a member
of a group* (a) ¨ (b) ¨ |
3 |
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SEC use only
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4 |
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Source of funds*
WC |
5 |
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
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Citizenship or place of
organization Delaware, U.S.A. |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
5,411,866 |
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8 |
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Shared voting power
-0- |
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9 |
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Sole dispositive power
5,411,866 |
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10 |
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Shared dispositive power
-0- |
11 |
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Aggregate amount beneficially owned by each reporting person
5,411,866 |
12 |
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Check box if the aggregate amount in
Row (9) excludes certain shares* ¨ |
13 |
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Percent of class represented by amount
in Row (9) 14.6% (1) |
14 |
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Type of reporting person*
CO |
(1) |
The percentage ownership is based on 37,123,209 shares of Common Stock outstanding as of
January 11, 2016, which includes (i) 37,084,230 shares of Common Stock outstanding as of January 11, 2016,
and (ii) 38,979 shares of Common Stock underlying a warrant held by Celgene Corporation that is exercisable immediately. |
This Amendment No. 4 amends
the Schedule 13D (the Schedule 13D) filed with the Securities and Exchange Commission (the Commission)
on October 3, 2013, as amended by Amendment No. 1 filed with the Commission on January 30, 2014, by Amendment
No. 2 filed with the Commission on April 2, 2014, and by Amendment No. 3 filed with the Commission on May 5, 2014,
with respect to common stock, par value $0.001 per share (Common Stock), of Acceleron Pharma Inc., a Delaware
corporation (Acceleron). Capitalized terms used, but not defined herein, have the meanings ascribed to them
in the Schedule 13D.
Item 1. |
Security and Issuer. |
No modification.
Item 2. |
Identity and Background. |
No modification.
Item 3. |
Source and Amount of Funds or Other Consideration. |
No modification.
Item 4. |
Purpose of Transaction. |
Item 4 is hereby amended and supplemented by adding the following:
On January 11, 2016, Celgene
purchased an aggregate of 800,000 shares of Common Stock in Acceleron’s public offering of 3,750,000 shares
of Common Stock for an aggregate purchase price of $32,000,000 for investment purposes. Following this
purchase, Celgene beneficially owns 5,411,866 shares of Common Stock (including 38,979 shares of Common Stock underlying
the Warrant that is exercisable immediately), representing approximately 14.6% of the shares of Common Stock outstanding
as of January 11, 2016, which includes (i) 37,084,230 shares of Common Stock outstanding as of January
11, 2016, and (ii) 38,979 shares of Common Stock underlying the Warrant that is exercisable immediately.
Item 5. |
Interest in Securities of the Issuer. |
Item 5(a)-(c) is hereby amended and supplemented
as follows:
On January 11,
2016, Celgene purchased an aggregate of 800,000 shares of Common Stock in Acceleron’s public
offering of 3,750,000 shares of Common Stock for an aggregate purchase price of $32,000,000 for investment
purposes. Following this purchase, Celgene beneficially owns 5,411,866 shares of Common Stock (including
38,979 shares of Common Stock underlying the Warrant that is exercisable immediately), representing approximately
14.6% of the shares of Common Stock outstanding as of January 11, 2016, which includes (i) 37,084,230
shares of Common Stock outstanding as of January 11, 2016, and (ii) 38,979 shares of Common Stock
underlying the Warrant that is exercisable immediately.
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
No modification.
Item 7. |
Material to Be Filed as Exhibits. |
No modification.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
January
11, 2016
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CELGENE CORPORATION |
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By: |
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/s/
Peter N. Kellogg |
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Peter N. Kellogg |
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Executive Vice President and Chief Financial Officer |
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