SCHEDULE 13G
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Under the Securities Exchange Act of 1934
(Amendment No.)*
Trillium Therapeutics, Inc.
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
89620X506 | ||
(CUSIP Number) | ||
December 31, 2015 | ||
(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 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).
Page 1 of 10 Pages |
CUSIP No. 89620X506 |
1 |
NAMES OF REPORTING PERSONS
Baker Bros. Advisors LP |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ¨ (b) ¨ |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF |
5 | SOLE VOTING POWER 413,697 |
6 | SHARED
VOTING POWER -0- | |
7 | SOLE DISPOSITIVE POWER 413,697 | |
8 | SHARED
DISPOSITIVE POWER -0- |
9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 413,697 |
|
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) |
¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6% (1) |
|
12 | TYPE OF REPORTING PERSON (See Instructions)
IA, PN |
(1) | Based on 7,346,925 shares of common stock outstanding as of September 30, 2015 as reported in the Issuer’s Form 6-K filed with the SEC on November 12, 2015. |
Page 2 of 10 Pages |
CUSIP No. 89620X506 |
1 | NAMES OF REPORTING PERSONS
Baker Bros. Advisors (GP) LLC |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ¨ (b) ¨ |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF |
5 | SOLE VOTING POWER 413,697 |
6 | SHARED
VOTING POWER -0- | |
7 | SOLE DISPOSITIVE POWER 413,697 | |
8 | SHARED
DISPOSITIVE POWER -0- |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
413,697 |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) |
¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6% (1) |
|
12 | TYPE
OF REPORTING PERSON (See Instructions) HC,OO |
(1) | Based on 7,346,925 shares of common stock outstanding as of September 30, 2015 as reported in the Issuer’s Form 6-K filed with the SEC on November 12, 2015. |
Page 3 of 10 Pages |
CUSIP No. 89620X506
1 |
NAMES OF REPORTING PERSONS
Felix J. Baker |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ¨ (b) ¨ |
3 | SEC USE ONLY | |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF |
5 |
SOLE VOTING POWER
413,697 |
6 |
SHARED VOTING POWER
-0- | |
7 | SOLE DISPOSITIVE POWER 413,697 | |
8 |
SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
413,697 |
|
10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6% (1) |
|
12 |
TYPE OF REPORTING PERSON (See Instructions)
IN, HC |
(1) | Based on 7,346,925 shares of common stock outstanding as of September 30, 2015 as reported in the Issuer’s Form 6-K filed with the SEC on November 12, 2015. |
Page 4 of 10 Pages |
CUSIP No. 89620X506 |
1 |
NAMES OF REPORTING PERSONS
Julian C. Baker |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ¨ (b) ¨ |
3 | SEC USE ONLY |
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF |
5 |
SOLE VOTING POWER
413,697 |
6 |
SHARED VOTING POWER
-0- | |
7 |
SOLE DISPOSITIVE POWER
413,697 | |
8 |
SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
413,697 |
|
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6% (1) |
|
12 |
TYPE OF REPORTING PERSON (See Instructions)
IN, HC |
(1) | Based on 7,346,925 shares of common stock outstanding as of September 30, 2015 as reported in the Issuer’s Form 6-K filed with the SEC on November 12, 2015. |
Page 5 of 10 Pages |
Item 1(a) | Name of Issuer: |
Trillium Therapeutics, Inc. (the “Issuer”)
Item 1(b) | Address of Issuer’s Principal Executive Offices: |
96 Skyway Avenue
Toronto, Ontario, Canada M9W 4Y9
Item 2(a) | Name of Person Filing: |
This Schedule 13G is being filed jointly by Baker Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors (GP) LLC (the “Adviser GP”), Felix J. Baker and Julian C. Baker (collectively, the “Reporting Persons”).
Item 2(b) | Address of Principal Business Office or, if None, Residence: |
The business address of each of the Reporting Persons is:
c/o Baker Bros. Advisors LP
667 Madison Avenue, 21st Floor
New York, NY 10065
(212) 339-5690
Item 2(c) | Citizenship: |
The Adviser is a limited partnership organized under the laws of the State of Delaware. The Adviser GP is a limited liability company organized under the laws of the State of Delaware. The citizenship of each of Julian C. Baker and Felix J. Baker is the United States of America.
Item 2(d) | Title of Class of Securities: |
Common Stock, no par value per share (“Common Stock”)
Item 2(e) | CUSIP Number: |
89620X506
Page 6 of 10 Pages |
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or (c), check whether the person filing is a: |
(a) ¨ Broker or dealer registered under Section 15 of the Exchange Act.
(b) ¨ Bank as defined in section 3(a)(6) of the Exchange Act.
(c) ¨ Insurance company as defined in section 3(a)(19) of the Exchange Act.
(d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940.
(e) x An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g) x A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.
(j) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. | Ownership. |
Items 5 through 9 and 11 of each of the cover pages to this Schedule 13G are incorporated herein reference. Set forth below is the aggregate number of shares of Common Stock of the Issuer directly held by each of 667, L.P., Baker Brothers Life Sciences, L.P. and 14159, L.P. (collectively the “Funds”), which may be deemed to be indirectly beneficially owned by the Reporting Persons, as well as shares of Common Stock that may be acquired upon exercise of the warrants (“2018 Warrants”) at an exercise price of CAD 8.40 per share, and shares of convertible preferred stock (“Preferred Stock”) convertible into Common Stock on a 1 for 1 basis and convertible preferred stock (“Series II Preferred”, and together with “Preferred Stock”, “Convertible Preferred”) convertible into ADR’s of the Common Stock, subject to the limitation on exercise described below. The information set forth below is based upon 7,346,925 shares of Common Stock outstanding as of September 30, 2015, as reported on the Issuer’s Form 6-K filed with the SEC on November 12, 2015. Such percentage figures are calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
Page 7 of 10 Pages |
Name | Number of Shares of Common Stock we own or have to right to acquire within 60 days | Percent of Class Outstanding | ||||||
667, L.P. | 41,638 | 0.6 | % | |||||
Baker Brothers Life Sciences, L.P. | 367,685 | 5.0 | % | |||||
14159,L.P. | 4,374 | 0.0 | % | |||||
Total | 413,697 | 5.6 | % |
The Warrants and Convertible Preferred are only exercisable to the extent that after giving effect to such exercise the holders thereof and their affiliates would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), no more than 4.999% of the outstanding shares of Common Stock of the Issuer. As a result of this restriction, the number of shares that may be issued upon exercise of the Warrants by the above holders may change depending upon changes in the outstanding shares of Common Stock.
Pursuant to the amended and restated management agreements among the Adviser, the Funds and their respective general partners, the Adviser has complete and unlimited discretion and authority with respect to the Funds’ investments and voting power over investments.
The Adviser GP, Felix J. Baker and Julian C. Baker as principals of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds, and may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition of such securities.
The Reporting Persons disclaim beneficial ownership of the securities held by each of the Funds, and this Schedule 13G shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 13(d) or for any other purpose.
Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨. N/A
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
N/A
Page 8 of 10 Pages |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
The information in Item 4 is incorporated herein by reference.
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 are 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 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.
Page 9 of 10 Pages |
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.
February 16, 2016
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 |
Page 10 of 10 Pages |
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating to the Common Stock of Trillium Therapeutics, Inc. is being filed with the Securities and Exchange Commission on behalf of each of them.
February 16, 2016
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 |