SC 13D/A 1 a19-11256_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

 

Aerpio Pharmaceuticals, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

00810B105

(CUSIP Number)

 

Bart Dzikowski

Secretary of the Board

Novartis Bioventures Ltd.

Lichtstrasse 35

CH-4056 Basel, Switzerland

+41 61 324 3714

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

June 5, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

* 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, as amended (“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.

Names of Reporting Persons
Novartis Bioventures Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Switzerland

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7.

Sole Voting Power
0

 

8.

Shared Voting Power
3,585,840

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
3,585,840

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,585,840

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
8.83% (1)

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

(1)         Based on 40,588,004 shares of Common Stock outstanding as of May 7, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on May 9, 2019.

 

2

 

 

1.

Names of Reporting Persons
Novartis AG

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Switzerland

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7.

Sole Voting Power
0

 

8.

Shared Voting Power
3,585,840

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
3,585,840

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,585,840

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
8.83% (1)

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

(1)         Based on 40,588,004 shares of Common Stock outstanding as of May 7, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2019.

 

3

 

Item 1.         Security and Issuer.

 

This Amendment No. 5 (the “Amendment”) to Schedule 13D amends the Schedule 13D filed by the Reporting Persons (as defined below) with the SEC on March 27, 2017, as previously amended on June 28, 2018, March 28, 2019, April 11, 2019 and April 29, 2019 (the “Original Schedule 13D” and, together with the Amendment, the “Schedule 13D”) and relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Aerpio Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”).  The address of the Issuer’s principal executive office is 9987 Carver Road, Cincinnati, OH 45242.

 

Except as otherwise described herein, the information contained in the Original Schedule 13D remains in effect. Capitalized terms used but not defined in this Amendment shall have the respective meanings set forth with respect thereto in the Original Schedule 13D.

 

Item 2.         Identity and Background.

 

No changes.

 

Item 3.         Source and Amounts of Funds or Other Consideration.

 

No changes.

 

Item 4.         Purpose of Transaction.

 

The information set forth in Item 5(c) of this Amendment is incorporated herein by reference. Otherwise, there are no changes to the disclosure provided under this Item 4 in the Original Schedule 13D.

 

Item 5.         Interest in Securities of the Issuer.

 

No changes except as described below.

 

(a)                                 Based on 40,588,004 shares of Common Stock outstanding as of May 7, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2019, the Common Stock held by the Reporting Persons constitutes 8.83% of the outstanding shares of Common Stock of the Issuer.

 

(b)                                 With respect to the number of shares of Common Stock as to which each Reporting Person has:

 

(i)                                     sole power to vote or to direct the vote with respect to such shares of Common Stock, please see row 7 of the applicable cover sheet to this Amendment for such Reporting Person;

 

(ii)                                  shared power to vote or to direct the vote with respect to such shares of Common Stock, please see row 8 of the applicable cover sheet to this Amendment for such Reporting Person;

 

(iii)                               sole power to dispose or direct the disposition of such shares of Common Stock, please see row 9 of the applicable cover sheet to this Amendment for such Reporting Person; and

 

(iv)                              shared power to dispose or to direct the disposition of such shares of Common Stock, please see row 10 of the applicable cover sheet to this Amendment for such Reporting Person.

 

(c)                                  Other than the open market sales referred to below or previously reported in the Original Schedule 13D, none of (i) the Reporting Persons or, (ii) to the Reporting Persons’ knowledge, the persons set forth on Schedule I hereto has effected any transaction in the Common Stock during the past 60 days.

 

On June 6, 2019, the Reporting Persons sold 13,900 shares of Common Stock at a weighted average price of $1.00 per share (price range: $0.99 - $1.00).

 

On June 5, 2019, the Reporting Persons sold 124,800 shares of Common Stock at a weighted average price of $1.0 per share (price range: $0.99 - $1.02).

 

On June 4, 2019, the Reporting Persons sold 6,115 shares of Common Stock at a weighted average price of $1.03 per share (price range: $1.02 - $1.05).

 

On June 3, 2019, the Reporting Persons sold 10,050 shares of Common Stock at a weighted average price of $1.05 per share (price range: $1.03 - $1.08).

 

4

 

On May 31, 2019, the Reporting Persons sold 7,360 shares of Common Stock at a weighted average price of $1.06 per share (price range: $1.03 - $1.08).

 

On May 30, 2019, the Reporting Persons sold 10,530 shares of Common Stock at a weighted average price of $1.04 per share (price range: $1.02 - $1.08).

 

On May 29, 2019, the Reporting Persons sold 8,707 shares of Common Stock at a weighted average price of $1.02 per share (price range: $1.00 - $1.06).

 

On May 28, 2019, the Reporting Persons sold 30,998 shares of Common Stock at a weighted average price of $1.06 per share (price range: $1.03 - $1.09).

 

On May 24, 2019, the Reporting Persons sold 59,310 shares of Common Stock at a weighted average price of $1.07 per share (price range: $1.05 - $1.12).

 

On May 23, 2019, the Reporting Persons sold 144,323 shares of Common Stock at a weighted average price of $1.07 per share (price range: $1.02 - $1.11).

 

On May 22, 2019, the Reporting Persons sold 9,716 shares of Common Stock at a weighted average price of $1.00 per share (price range: $0.99 - $1.02).

 

On May 21, 2019, the Reporting Persons sold 8,870 shares of Common Stock at a weighted average price of $1.00 per share (price range: $1.00 - $1.01).

 

On May 20, 2019, the Reporting Persons sold 29,293 shares of Common Stock at a weighted average price of $1.00 per share (price range: $0.99 - $1.01).

 

The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the Staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this Item 5(c).

 

(d)                                 Not applicable.

 

(e)                                  Not applicable.

 

Item 6.         Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

No changes.

 

Item 7.         Material to be Filed as Exhibits.

 

Exhibit Number

 

Description

 

 

 

99.1

 

Agreement regarding joint filing of Schedule 13D

 

5

 

Signature

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.

 

Date:                  June 7, 2019

NOVARTIS BIOVENTURES LTD.

 

 

 

 

 

 

 

By:

/s/ Bart Dzikowski

 

Name:

Bart Dzikowski

 

Title:

Secretary of the Board

 

 

 

 

 

 

 

By:

/s/ Florian Muellershausen

 

Name:

Florian Muellershausen

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

NOVARTIS AG

 

 

 

 

 

 

 

By:

/s/ Bart Dzikowski

 

Name:

Bart Dzikowski

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

By:

/s/ Florian Muellershausen

 

Name:

Florian Muellershausen

 

Title:

Authorized Signatory

 

6