Schedule 13D - Amendment No 1

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Mirum Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

604749101

(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)

January 13, 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.: 604749101

 

  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:

 

2,445,147

     8.   

Shared Voting Power:

 

0

     9.   

Sole Dispositive Power:

 

2,445,147

   10.   

Shared Dispositive Power:

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

2,445,147

12.  

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

 

13.  

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

 

9.63% (1)

14.  

Type of Reporting Person:

 

CO

 

(1)

Based upon 25,389,987 shares of the Issuer’s Common Stock outstanding after the Issuer’s public offering of 2,400,000 shares of Common Stock (and excluding the underwriters’ option to purchase an additional 360,000 shares of Common Stock), as reported in the Issuer’s prospectus (Form 424B4) filed with the Securities and Exchange Commission (“SEC”) on January 9, 2020.

 

2


This amendment (“Amendment No. 1”) amends the Schedule 13D originally filed with the SEC on July 23, 2019 (the “Schedule”) to update the directors and officers of the Reporting Person on Schedule I and to report a change in the percentage of beneficial ownership of the Issuer’s Common Stock owned by the Reporting Person. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule.

 

Item 2.

Identity and Background

Item 2 of the Schedule is amended and replaced in its entirety as follows:

 

  (a)

Novo Holdings A/S is a Danish limited liability company that is wholly owned by Novo Nordisk Fonden (the “Foundation”), a Danish 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 members of the Novo Holdings A/S Board of Directors are not deemed to beneficially own the securities held by Novo Holdings A/S. Tiba Aynechi, Ph.D. is employed as a partner at Novo Ventures (US), Inc. and was designated to the board of directors of the Issuer by Novo Holdings A/S in November 2018. Dr. Aynechi is not deemed to be a beneficial owner of the securities 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 Schedule 13D.

 

  (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 Schedule 13D.

 

  (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 of the Schedule is amended and replaced in its entirety as follows:

(a)    Novo Holdings A/S beneficially owns 2,445,147 shares of Common Stock (the “Novo Shares”) representing approximately 9.63% of the Issuer’s outstanding shares of Common Stock, based upon 25,389,987 shares of the Issuer’s Common Stock outstanding after the Issuer’s public offering of 2,400,000 shares of Common Stock (and excluding the underwriters’ option to purchase an additional 360,000 shares of Common Stock), as reported in the Issuer’s prospectus (Form 424B4) filed with the SEC January 9, 2020.

 

3


(b)    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 in this Amendment No. 1 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.

(c)    Novo Holdings A/S has not effected any transactions in the Issuer’s Common Stock within the past 60 days and neither the Foundation nor any person listed on Schedule I has effected any transactions in the Issuer’s Common Stock within the past 60 days.

(d)    Novo Holdings A/S does not know of any other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Novo Shares.

(e)    Not applicable.

 

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.

 

    Novo Holdings A/S
Dated: January 16, 2020     /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
   Kollemosevej 37,
2830 Virum,
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
       
Kasim Kutay,
Chief Executive Officer of Holdings A/S
   Bredgade 63, 3.th. 1260 Copenhagen 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
       
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