* | 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. |
(1) | Names of reporting persons Takeda Pharmaceutical Company Limited | |||||||||||||||
(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 Japan | |||||||||||||||
Number of shares beneficially owned by each reporting person with: | (5) | Sole voting power 0 | ||||||||||||||
(6) | Shared voting power 3,920,625 | |||||||||||||||
(7) | Sole dispositive power 0 | |||||||||||||||
(8) | Shared dispositive power 3,920,625 | |||||||||||||||
(9) | Aggregate amount beneficially owned by each reporting person 3,920,625 (1) | |||||||||||||||
(10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐ | |||||||||||||||
(11) | Percent of class represented by amount in Row (9) 4.37% (2) | |||||||||||||||
(12) | Type of reporting person (see instructions) CO |
(1) | Names of reporting persons Millennium Pharmaceuticals, Inc. | |||||||||||
(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 shares beneficially owned by each reporting person with: | (5) | Sole voting power 0 | ||||||||||
(6) | Shared voting power 3,920,625 | |||||||||||
(7) | Sole dispositive power 0 | |||||||||||
(8) | Shared dispositive power 3,920,625 | |||||||||||
(9) | Aggregate amount beneficially owned by each reporting person 3,920,625 | |||||||||||
(10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐ | |||||||||||
(11) | Percent of class represented by amount in Row (9) 4.37% (1) | |||||||||||
(12) | Type of reporting person (see instructions) CO |
Item 4. | Ownership |
Item 5. | Ownership of Five Percent or Less of a Class. |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
TAKEDA PHARMACEUTICAL COMPANY LIMITED | ||
By | /s/ Yoshihiro Nakagawa | |
Name: | Yoshihiro Nakagawa | |
Title: | Corporate Officer, Global General Counsel |
MILLENNIUM PHARMACEUTICALS, INC. | ||
By | /s/ Paul Sundberg | |
Name: | Paul Sundberg | |
Title: | Attorney-in-fact |
Exhibit 99.1 |
Exhibit 99.2 |
Exhibit 99.3 |
TAKEDA PHARMACEUTICAL COMPANY LIMITED | ||
By | /s/ Yoshihiro Nakagawa | |
Name: | Yoshihiro Nakagawa | |
Title: | Corporate Officer, Global General Counsel |
MILLENNIUM PHARMACEUTICALS, INC. | ||
By | /s/ Paul Sundberg | |
Name: | Paul Sundberg | |
Title: | Attorney-in-Fact |
1) | prepare, execute in the Reporting Person’s name and on the Reporting Person’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the Reporting Person to make electronic filings with the SEC of Reports required by Sections 13 and 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; |
2) | prepare and file on behalf of the Reporting Person any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5) that the Reporting Person may be required to file with the SEC pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) (collectively, the “Reports”) with respect to the Reporting Person’s ownership of, or transactions in, the securities of any entity whose securities are beneficially owned (directly or indirectly) by the Reporting Person (“Portfolio Companies”); |
3) | do and perform any and all acts for and on behalf of the Reporting Person which may be necessary or desirable to complete and execute any such Reports, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; |
4) | complete for and on behalf of the Reporting Person, execute in the Reporting Person’s name and on the Reporting Person’s behalf, and submit to the requestor thereof, any questionnaires, documents or other materials that are requested in connection with any (i) equity or debt offering by a Portfolio Company and (ii) exercise by the Reporting Person of voting or proxy rights in connection with the Reporting Person’s equity ownership of any Portfolio Company; and |
5) | take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the Reporting Person, it being understood that the documents executed by such attorney-in-fact on behalf of the Reporting Person pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. |