SC 13D/A 1 tm1923108-1_sc13da.htm SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

Neoleukin Therapeutics, Inc.

(Name of Issuer)


Common Stock, par value $0.000001 per share
(Title of Class of Securities)

64049K104

(CUSIP number)

Alexandra A. Toohey

Chief Financial Officer

Baker Bros. Advisors LP

860 Washington Street, 3^rdFloor

New York, NY 10014

(212) 339-5690

(Name, address and telephone number of person authorized to receive notices and communications)

November 12, 2019

(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 that 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. x

(Continued on the following pages)

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 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).

CUSIP No. 64049K104

Page 2 of 8 Pages

NAMES OF REPORTING PERSONS

Baker Bros. Advisors LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) p

(b) p

SEC USE ONLY

SOURCE OF FUNDS*

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

SOLE VOTING POWER 11,305,679

SHARED VOTING POWER: 0

SOLE DISPOSITIVE POWER: 11,305,679

10.

SHARED DISPOSITIVE POWER: 0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11,305,679

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) p

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.5% (1)

14.

TYPE OF REPORTING PERSON (See Instructions)

IA, PN

(1)

Based on 38,332,943 shares of common stock(“Common Stock”) of Neoleukin Therapeutics, Inc. (the “Issuer”) outstanding as of November 13, 2019, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 13, 2019.

CUSIP No. 64049K104

Page 3 of 8 Pages

NAMES OF REPORTING PERSONS

Baker Bros. Advisors (GP) LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) p

(b) p

SEC USE ONLY

SOURCE OF FUNDS*

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

SOLE VOTING POWER 11,305,679

SHARED VOTING POWER: 0

SOLE DISPOSITIVE POWER: 11,305,679

10.

SHARED DISPOSITIVE POWER: 0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11,305,679

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) p

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.5% (1)

14.

TYPE OF REPORTING PERSON (See Instructions)

HC, OO

(1)

Based on 38,332,943 shares of Common Stock outstanding as of November 13, 2019, as reported in the Issuer’s Form 10-Q filed with the SEC on November 13, 2019.

CUSIP No. 64049K104

Page 4 of 8 Pages

NAMES OF REPORTING PERSONS

Julian C. Baker

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) p

(b) p

SEC USE ONLY

SOURCE OF FUNDS*

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

SOLE VOTING POWER: 11,307,939

SHARED VOTING POWER: 0

SOLE DISPOSITIVE POWER: 11,307,939

10.

SHARED DISPOSITIVE POWER: 0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11,307,939

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) p

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.5% (1)

14.

TYPE OF REPORTING PERSON (See Instructions)

IN, HC

(1)

Based on 38,332,943 shares of Common Stock outstanding as of November 13, 2019, as reported in the Issuer’s Form 10-Q filed with the SEC on November 13, 2019.

CUSIP No. 64049K104

Page 5 of 8 Pages

NAMES OF REPORTING PERSONS

Felix J. Baker

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) p

(b) p

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

SOLE VOTING POWER: 11,307,939

SHARED VOTING POWER: 0

SOLE DISPOSITIVE POWER: 11,307,939

10.

SHARED DISPOSITIVE POWER: 0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

11,307,939

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) p

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.5% (1)

14.

TYPE OF REPORTING PERSON (See Instructions)

IN, HC

(1)

Based on 38,332,943 shares of Common Stock outstanding as of November 13, 2019, as reported in the Issuer’s Form 10-Q filed with the SEC on November 13, 2019.

Amendment No. 11 to Schedule 13D

This Amendment No. 11 to Schedule 13D amends and supplements the previously filed Schedules 13D filed by Baker Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors (GP) LLC (the “Adviser GP”), Julian C. Baker and Felix J. Baker. Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect.

The Adviser GP is the sole general partner of the Adviser. Pursuant to the management agreements, as amended, among the Adviser, Baker Brothers Life Sciences, L.P. (“Life Sciences”) and 667, L.P. (“667”, and together with Life Sciences, 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.

Item 4.

Purpose of the Transaction.

Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:

On November 12, 2019, at the annual general meeting of stockholder’s of Neoleukin Therapeutics, Inc. (the “Issuer”) the stockholders of the Issuer approved the conversion of 101,927 non-voting convertible preferred stock into 10,192,700 shares of the Issuer’s common stock (“Common Stock”). Pursuant to the terms of the preferred stock, all 101,927 shares converted automatically on the date of stockholder approval. This issuance of Common Stock representing approximately 36.2% of the Issuer’s issued and outstanding shares of Common Stock (calculated prior to the issuance of those new shares of common stock) which resulted in the decreases in percentage of beneficial ownership of the Reporting Persons reflected on the cover pages of this Amendment No. 11 and in Item 5 below.

The Funds hold securities of the Issuer for investment purposes. The Reporting Persons or their affiliates may purchase or dispose of additional securities of the Issuer or purchase securities in varying amounts and at varying times depending upon the Reporting Persons’ continuing assessments of pertinent factors, including the availability of shares of Common Stock or other securities for purchase at particular price levels, the business prospects of the Issuer, other business investment opportunities, economic conditions, stock market conditions, money market conditions, the attitudes and actions of the Board of Directors of the Issuer (the “Board”) and management of the Issuer, the availability and nature of opportunities to dispose of Common Stock and other plans and requirements of the particular entities. The Reporting Persons may discuss items of mutual interest with the Issuer, which could include items in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Depending upon their assessments of the above factors, the Reporting Persons or their affiliates may change their present intentions as stated above and may purchase or dispose of additional securities of the Issuer, including shares of Common Stock (by means of open market purchases, privately negotiated purchases, exercise of some or all of the Stock Options (as defined in Item 5), or otherwise) or may, dispose of some or all of the securities of the Issuer, including shares of Common Stock, under their control.

Except as otherwise disclosed herein, at the present time, the Reporting Persons do not have any plans or proposals with respect to any extraordinary corporate transaction involving the Issuer, including, without limitation, those matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.

Interest in Securities of the Issuer.

Item 5 of this Schedule 13D is hereby amended and restated in its entirety as follows:

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 11 are incorporated herein by reference. Set forth below is the aggregate number and percentage of shares of Common Stock directly held, as of the date hereof, by each of the following based upon 38,332,943 shares of Common Stock outstanding as of November 13, 2019, as reported in the Issuer’s Form 10-Q filed with the SEC on November 13, 2019. Such percentage figures were calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

Holder	Number of Shares of Common Stock we own or have to right to acquire within 60 days		Percent of Class Outstanding
667, L.P.		1,200,520		3.1	%
Baker Brothers Life Sciences, L.P.		10,105,159		26.4	%
Total		11,305,679		29.5	%

As a result of their resignation from the Board the 12,000 previously vested Stock Options (as defined below) with an exercise price of $13.74 per share expiring on May 7, 2027 and 15,000 vested Stock Options with an exercise price of $13.10 expiring on May 6, 2028, held by each of Dr. Neu and Dr. Levy, were cancelled by the Issuer 3 months after each resigned from the Board.

M. Cantey Boyd currently serves on the Board as a representative of the Funds. On October 10, 2019, Ms. Boyd was granted 22,000 options to purchase Common Stock of the Issuer (“Stock Options”) at an exercise price of $2.82 1/3 of which vest on each of October 10, 2020, October 10, 2021 and October 10, 2022, subject to Ms. Boyd’s continuing service on the Board on each vesting date and expiring on October 9, 2029.

The policy of the Funds and the Adviser does not permit employees of the Adviser to receive compensation for serving as directors of the Issuer. Therefore, Ms. Boyd will have no pecuniary interest in the Stock Options or Common Stock received from the exercise of Stock Options received as directors’ compensation. The Funds are instead entitled to the pecuniary interest in the Stock Options, Common Stock and Common Stock received from the exercise of Stock Options received as directors’ compensation.

The Adviser GP, Felix J. Baker and Julian C. Baker, as managing members of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds.

(c) Except as disclosed in Amendment No. 11, none of the Reporting Persons or their affiliates has effected any other transactions in securities of the Issuer during the past 60 days.

(d) Certain securities of the Issuer are held directly by 667, a limited partnership the sole general partner of which is Baker Biotech Capital, L.P., a limited partnership the sole general partner of which is Baker Biotech Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the managing members of Baker Biotech Capital (GP), LLC.

Certain securities of the Issuer are held directly by Life Sciences, a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital, L.P., a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the managing members of Baker Brothers Life Sciences Capital (GP), LLC.

(e) Not applicable.

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.

November 18, 2019

	BAKER BROS. ADVISORS LP

	By: Baker Bros. Advisors (GP) LLC, its general partner


	By:	/s/ Scott L. Lessing
		Name: Scott L. Lessing
		Title: President

	BAKER BROS. ADVISORS (GP) LLC


	By:	/s/ Scott L. Lessing
		Name: Scott L. Lessing
		Title: President

	/s/ Julian C. Baker
	Julian C. Baker


	/s/ Felix J. Baker
	Felix J. Baker