0001325447-15-000051.txt : 20150820
0001325447-15-000051.hdr.sgml : 20150820
20150820114338
ACCESSION NUMBER: 0001325447-15-000051
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20150820
DATE AS OF CHANGE: 20150820
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: NEWLINK GENETICS CORP
CENTRAL INDEX KEY: 0001126234
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 421491350
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-86491
FILM NUMBER: 151065726
BUSINESS ADDRESS:
STREET 1: 2503 SOUTH LOOP DRIVE
STREET 2: SUITE 5100
CITY: AMES
STATE: IA
ZIP: 50010
BUSINESS PHONE: 515-296-5555
MAIL ADDRESS:
STREET 1: 2503 SOUTH LOOP DRIVE
STREET 2: SUITE 5100
CITY: AMES
STATE: IA
ZIP: 50010
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: First Eagle Investment Management, LLC
CENTRAL INDEX KEY: 0001325447
IRS NUMBER: 571156902
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 1345 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10105
BUSINESS PHONE: 212-698-3128
MAIL ADDRESS:
STREET 1: 1345 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10105
FORMER COMPANY:
FORMER CONFORMED NAME: Arnhold & S. Bleichroeder Advisers, LLC
DATE OF NAME CHANGE: 20050429
SC 13G/A
1
newlink08061513ga.txt
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G/A
(RULE 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Information to be included in statements filed
pursuant to Rule 13d-1 (b) (c) and (d) and Amendments thereto
filed pursuant to Rule 13d-2 (b).
NewLink Genetics Corporation
(Name of Issuer)
Common shares
(Title of Class of Securities)
651511107
(CUSIP/SEDOL Number)
See Item 4
(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).
SCHEDULE 13G/A
Issuer: NewLink Genetics Corporation CUSIP No.: 651511107
1 NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS
First Eagle Investment Management, LLC
Tax ID # 57-1156902
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF SHARES 5 SOLE VOTING POWER - 2,933,700
BENEFICIALLY 6 SHARED VOTING POWER - 0
OWNED BY EACH 7 SOLE DISPOSITIVE POWER - 2,976,200
REPORTING PERSON 8 SHARED DISPOSITIVE POWER - 0
WITH:
9 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,976,200
10 CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9:
10.36%
12 TYPE OF REPORTING PERSON
IA
SCHEDULE 13G/A
Issuer: NewLink Genetics Corporation CUSIP No.: 651511107
1 NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS
Arnhold and S. Bleichroeder Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF SHARES 5 SOLE VOTING POWER - 2,933,700
BENEFICIALLY 6 SHARED VOTING POWER - 0
OWNED BY EACH 7 SOLE DISPOSITIVE POWER - 2,976,200
REPORTING PERSON 8 SHARED DISPOSITIVE POWER - 0
WITH:
9 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,976,200
10 CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9:
10.36%
12 TYPE OF REPORTING PERSON
HC
SCHEDULE 13G/A
Issuer: NewLink Genetics Corporation CUSIP No.: 651511107
ITEM 1
(a) Name of Issuer: NewLink Genetics Corporation
(b) Address of Issuer's Principal Executive Offices:
2503 South Loop Drive
Ames, Iowa 50010
ITEM 2
(a) Name of Person Filing: First Eagle Investment Management, LLC
Arnhold and S. Bleichroeder Holdings, Inc.
(b) Address of Principal Business Office:
1345 Avenue of the Americas
New York, NY 10105
(c) Citizenship: Delaware, USA
(d) Title of Class of Securities:
Common Stock
(e) CUSIP No.: 651511107
ITEM 3
If this statement is filed pursuant to Sections 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);
(c) [ ] Insurance Company as defined in section
3(a)(19) of the Act (15 U.S.C. 78C);
(d) [ ] Investment company registered under Section
8 of the Investment Company Act if 1940
(15 U.S.C. 80a-8);
(e) [ ] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the
definition of an insurance company under Section 3 (c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] A non-U.S. institution that is the functional
equivalent of any of the institutions listed in
Section 240.13d-1 (b)(1)(ii)(A) through (I), so long
as the non-U.S. institution is subject to a
regulatory scheme that is substantially comparable
to the regulatory scheme applicable to the equivalent
U.S. institution; and
(k) [X] Group, in accordance with section 240.13d-1(b)(1)(ii)(K).
SCHEDULE 13G/A
Issuer: NewLink Genetics Corporation CUSIP No.: 651511107
ITEM 4. Ownership.
First Eagle Investment Management, LLC ("FEIM"), an investment
adviser registered under Section 203 of the Investment Advisers
Act of 1940, is deemed to be the beneficial owner of 2,976,200
shares, or 10.36% of the ordinary shares believed to be
outstanding as a result of acting as investment adviser to
various clients, including common stock underlying call
options referencing an aggregate of 1,292,400 shares as of
August 6, 2015. To the extent that shares of common stock
underlying the call options are deemed beneficially owned by
the Reporting Person, the Reporting Person was deemed to have
beneficially owned 2,688,886 shares or 9.62% as of December 31,
2014. Clients of FEIM have the right to receive and the
ultimate power to direct the receipt of dividends from, or
the proceeds of the sale of, such securities. The 21 April Fund,
Ltd. ("21 April"), a Cayman Islands company for which FEIM acts
as investment adviser, may be deemed to beneficially own
1,476,725 of these 2,976,200 shares, or 5.14% of the ordinary
shares believed to be outstanding, including common stock
underlying call options referencing an aggregate of 306,800
shares. This Schedule 13G/A is being filed because FEIM's
aggregate position has crossed above the 10% of the ordinary
shares believed to be outstanding. Additionally, FEIM disclaims
beneficial ownership in 42,500 shares reported by FEIM which
are held in separate accounts managed by Michael M. Kellen in
his individual capacity. FEIM is a subsidiary of Arnhold and S.
Bleichroeder Holdings, Inc. ("ASBH"). Therefore, ASBH indirectly
has the power to vote and dispose of the shares being reported,
and, accordingly, may be deemed the beneficial owner of such
shares. The foregoing should not be construed in and of itself
as an admission by FEIM or ASBH as to the beneficial ownership
of the shares.
ITEM 5. Ownership of Five Percent or Less of a Class.
N/A
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.
N/A
ITEM 8. Identification and Classification of Members of the Group.
N/A
ITEM 9. Notice of Dissolution of Group
N/A
ITEM 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
and 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 such securities and were not acquired and are not held
in connection with or as a participant in any transaction
having that purpose of 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.
Dated: August 20, 2015
FIRST EAGLE INVESTMENT MANAGEMENT, LLC
By:/s/ Michael M. Kellen
Name: Michael M. Kellen
Title: Vice Chairman and Director
ARNHOLD AND S. BLEICHROEDER HOLDINGS, INC.
By:/s/ Michael M. Kellen
Name: Michael M. Kellen
Title: Co-President
Exhibit A
Joint Filing Agreement
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13G is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G
shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint filing statements. The
undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and
accuracy of the information concerning him, her or it contained
herein, but shall not be responsible for the completeness and
accuracy of the information concerning the other entities or
persons, except to the extent that he, she or it knows or has
reason to believe that such information is inaccurate.
Dated: August 20, 2015
FIRST EAGLE INVESTMENT MANAGEMENT, LLC
By:/s/ Michael M. Kellen
Name: Michael M. Kellen
Title: Vice Chairman and Director
ARNHOLD AND S. BLEICHROEDER HOLDINGS, INC.
By:/s/ Michael M. Kellen
Name: Michael M. Kellen
Title: Co-President