0001104659-21-039722.txt : 20210322 0001104659-21-039722.hdr.sgml : 20210322 20210322162354 ACCESSION NUMBER: 0001104659-21-039722 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210322 DATE AS OF CHANGE: 20210322 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Longboard Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001832168 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-92379 FILM NUMBER: 21761585 BUSINESS ADDRESS: STREET 1: 6154 NANCY RIDGE DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 619-592-9775 MAIL ADDRESS: STREET 1: 6154 NANCY RIDGE DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HBM Healthcare Investments (Cayman) Ltd. CENTRAL INDEX KEY: 0001232258 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2454 WEST BAY ROAD, 3RD FLOOR CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: 1 345 946 8002 MAIL ADDRESS: STREET 1: P.O BOX 30852 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1204 FORMER COMPANY: FORMER CONFORMED NAME: HBM BIOVENTURES CAYMAN LTD DATE OF NAME CHANGE: 20030512 SC 13G 1 a21-10475_1sc13g.htm SC 13G

 

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. )*

 

Longboard Pharmaceuticals, Inc.

(Name of Issuer)

 

Voting Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

54300N103

(CUSIP Number)

 

March 12, 2021

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o                          Rule 13d-1(b)

x                        Rule 13d-1(c)

o                          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 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).

 

 

1.

Name of Reporting Persons:

HBM Healthcare Investments (Cayman) Ltd.

2.

Check the Appropriate Box if a Member of a Group

 

(a)

o

 

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization:

Cayman Islands, British West Indies

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:

1,327,430

6.

Shared Voting Power:

0

7.

Sole Dispositive Power:

1,327,430

8.

Shared Dispositive Power:

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:

1,327,430

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

11.

Percent of Class Represented by Amount in Row (9):

9.99% (1)

12.

Type of Reporting Person (See Instructions):

CO

 

(1)           Based on 13,287,590 shares of Common Stock outstanding as of the consummation of the Issuer’s initial public offering as reported in the Issuer’s Prospectus, filed with the SEC on March 12, 2021.

 

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Item 1.

(a).

Name of Issuer:
Longboard Pharmaceuticals, Inc.

(b).

Address of Issuer’s Principal Executive Offices:
6154 Nancy Ridge Drive

San Diego, California 92121

Item 2(a).

Name of Person Filing:

HBM Healthcare Investments (Cayman) Ltd.

Item 2(b).

Address of Principal Business Office:

Governors Square

Suite #4-212-2

23 Lime Tree Bay Avenue

West Bay

Grand Cayman, Cayman Islands

Item 2(c).

Citizenship:

Cayman Islands, British West Indies

 

Item 2(d).

 

Title of Class of Securities:
Voting Common Stock, par value $0.0001

 

Item 2(e).

CUSIP Number:
54300N103

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not Applicable.

Item 4.

Ownership.

(a)

Amount beneficially owned:

1,327,430 (1)

(b)

Percent of class:

9.99% (2)

(c)

Number of shares as to which the Reporting Person has:

(i)

Sole power to vote or to direct the vote:

1,327,430

(ii)

Shared power to vote or to direct the vote:

0

(iii)

Sole power to dispose or to direct the disposition of:

1,327,430

(iv)

Shared power to dispose or to direct the disposition of:

0

 

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Item 5.

Ownership of Five Percent or Less of a Class

 

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

 

Not Applicable.

Item 9.

Notice of Dissolution of Group.

 

Not Applicable.

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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, other than activities solely in connection with a nomination under §240.14a-11.

 

(1)         Includes (i) 1,148,600 shares of Voting Common Stock, par value $0.0001 per share, of the Issuer (“Voting Common Stock”) held by HBM Healthcare Investments (Cayman) Ltd. (“HBM Healthcare”) and (ii) 178,830 shares of Non-Voting Common Stock, par value $0.0001 per share, of the Issuer (“Non-Voting Common Stock”) held by HBM Healthcare, which shares of Non-Voting Common Stock HBM Healthcare has the right to convert into an equal number of shares of Voting Common Stock at its election in the next 60 days.  Excludes 552,570 shares of Non-Voting Common Stock held by HBM Healthcare, as HBM Healthcare does not presently, and will not within the next 60 days, have the right to acquire Voting Common Stock in respect of such shares of Non-Voting Common Stock due to a limitation on beneficial ownership of Voting Common Stock (i.e., not to exceed 9.99% of the outstanding Voting Common Stock) set forth in the Issuer’s Amended and Restated Certificate of Incorporation.

 

Voting and investment power over the shares held by HBM Healthcare is exercised by the board of directors of HBM Healthcare (the “Board”). The Board consists of Jean-Marc LeSieur, Richard H. Coles, Sophia Harris, Dr. Andreas Wicki, Mark Kronenfeld, M.D. and Richard Paul Woodhouse, none of whom has individual voting or investment power with respect to the shares.

 

(1)             Based on 13,287,590 shares of Common Stock outstanding as of the consummation of the Issuer’s initial public offering as reported in the Issuer’s Prospectus, filed with the SEC on March 12, 2021.

 

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SIGNATURES

 

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:  March 22, 2021

 

 

HBM HEALTHCARE INVESTMENTS (CAYMAN) LTD.

 

 

 

 

 

 

 

By:

/s/ Jean-Marc LeSieur

 

Name:

Jean-Marc LeSieur

 

Title:

Managing Director

 

SIGNATURE PAGE TO SCHEDULE 13G (LONGBOARD PHARMACEUTICALS, INC.)

 

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