0001144204-19-008323.txt : 20190214 0001144204-19-008323.hdr.sgml : 20190214 20190214171500 ACCESSION NUMBER: 0001144204-19-008323 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 GROUP MEMBERS: CITADEL ADVISORS HOLDINGS LP GROUP MEMBERS: CITADEL GP LLC GROUP MEMBERS: KENNETH GRIFFIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AVROBIO, Inc. CENTRAL INDEX KEY: 0001681087 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 810710585 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90532 FILM NUMBER: 19608241 BUSINESS ADDRESS: STREET 1: ONE KENDALL SQUARE STREET 2: BLDG. 300, SUITE 201 CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 7819626030 MAIL ADDRESS: STREET 1: ONE KENDALL SQUARE STREET 2: BLDG. 300, SUITE 201 CITY: CAMBRIDGE STATE: MA ZIP: 02139 FORMER COMPANY: FORMER CONFORMED NAME: AvroBio, Inc. DATE OF NAME CHANGE: 20160729 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITADEL ADVISORS LLC CENTRAL INDEX KEY: 0001423053 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 131 S. DEARBORN ST., 32ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 312-395-2100 MAIL ADDRESS: STREET 1: 131 S. DEARBORN ST., 32ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 SC 13G/A 1 tv512036_sc13ga.htm SC 13G/A

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
(Rule 13d-102)
 
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
AvroBio, Inc.
(Name of Issuer)
 
Common stock, par value $0.0001 per share
(Title of Class of Securities)
 

05455M100

(CUSIP Number)
 

December 31, 2018

(Date of Event Which Requires Filing of the Statement)

 

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

 

¨ Rule 13d-1(b)
x 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 (“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. 05455M100 13G/A Page 2 of 10 Pages

 

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Citadel Advisors LLC

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)       ¨

(b)       ¨

 

3.

 

SEC USE ONLY

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

1,357,783 shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES             ¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.7%1

 

12.

 

TYPE OF REPORTING PERSON

IA; OO; HC

 

 
1The percentages reported in this Schedule 13G/A are based upon 23,955,870 shares of common stock outstanding as of November 8, 2018 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on November 13, 2018).

 

 

 

 

CUSIP No. 05455M100 13G/A Page 3 of 10 Pages

 

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Citadel Advisors Holdings LP

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)       ¨

(b)       ¨

 

3.

 

SEC USE ONLY

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

1,357,783 shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES             ¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.7%

 

12.

 

TYPE OF REPORTING PERSON

PN; HC

 

 

 

 

CUSIP No. 05455M100 13G/A Page 4 of 10 Pages

 

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Citadel GP LLC

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)       ¨

(b)       ¨

 

3.

 

SEC USE ONLY

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

1,357,783 shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

SHARED DISPOSITIVE POWER

See Row 6 above.

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above.

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES            ¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.7%

 

12.

 

TYPE OF REPORTING PERSON

OO; HC

 

 

 

 

CUSIP No. 05455M100 13G/A Page 5 of 10 Pages

 

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Kenneth Griffin

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)       ¨

(b)       ¨

 

3.

 

SEC USE ONLY

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

1,362,655 shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES            ¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.7%

 

12.

 

TYPE OF REPORTING PERSON

IN; HC

 

 

 

 

CUSIP No. 05455M100 13G/A Page 6 of 10 Pages

 

Item 1(a) Name of Issuer
  AvroBio, Inc.
   
Item 1(b) Address of Issuer’s Principal Executive Offices
  One Kendall Square, Building 300, Suite 201, Cambridge, MA 02139
   
Item 2(a) Name of Person Filing
  This Schedule 13G/A is being jointly filed by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”) and Mr. Kenneth Griffin (collectively with Citadel Advisors, CAH and CGP, the “Reporting Persons”) with respect to shares of common stock of the above-named issuer owned by Citadel Multi-Strategy Equities Master Fund Ltd., a Cayman Islands limited company (“CM”), and Citadel Securities LLC, a Delaware limited liability company (“Citadel Securities”).
   
  Citadel Advisors is the portfolio manager for CM.  CAH is the sole member of Citadel Advisors.  CGP is the general partner of CAH.  CALC III LP, a Delaware limited partnership (“CALC3”), is the non-member manager of Citadel Securities.  Citadel Securities GP LLC, a Delaware limited liability company (“CSGP”), is the general partner of CALC3.  Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP.
   
  The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).
   
Item 2(b) Address of Principal Business Office
  The address of the principal business office of each of the Reporting Persons is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603.
   
Item 2(c) Citizenship
  Each of Citadel Advisors and CGP is organized as a limited liability company under the laws of the State of Delaware.  CAH is organized as a limited partnership under the laws of the State of Delaware.  Mr. Griffin is a U.S. citizen.
   
Item 2(d) Title of Class of Securities
  Common stock, $0.0001 par value
   
Item 2(e) CUSIP Number
  05455M100

 

 

 

 

CUSIP No. 05455M100 13G/A Page 7 of 10 Pages

 

Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(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;
       
  (e) ¨   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) ¨   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;
       
  (j) ¨   A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
       
  (k) ¨   Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.

 

 

 

 

CUSIP No. 05455M100 13G/A Page 8 of 10 Pages

 

Item 4 Ownership

 

  A. Citadel Advisors LLC
         
    (a) Citadel Advisors may be deemed to beneficially own 1,357,783 shares of common stock.
         
    (b) The number of shares that Citadel Advisors may be deemed to beneficially own constitutes approximately 5.7% of the common stock outstanding.
         
    (c) Number of shares as to which such person has:
         
      (i) sole power to vote or to direct the vote:  0
         
      (ii) shared power to vote or to direct the vote:  1,357,783
         
      (iii) sole power to dispose or to direct the disposition of:  0
         
      (iv) shared power to dispose or to direct the disposition of:  1,357,783
         
  B. Citadel Advisors Holdings LP and Citadel GP LLC
         
    (a) Each of CAH and CGP may be deemed to beneficially own 1,357,783 shares of common stock.
         
    (b) The number of shares that each of CAH and CGP may be deemed to beneficially own constitutes approximately 5.7% of the common stock outstanding.
         
    (c) Number of shares as to which such person has:
         
      (i) sole power to vote or to direct the vote:  0
         
      (ii) shared power to vote or to direct the vote:  1,357,783
         
      (iii) sole power to dispose or to direct the disposition of:  0
         
      (iv) shared power to dispose or to direct the disposition of:  1,357,783

 

 

 

 

CUSIP No. 05455M100 13G/A Page 9 of 10 Pages

 

  C. Kenneth Griffin
     
    (a) Mr. Griffin may be deemed to beneficially own 1,362,655 shares of common stock.
         
    (b) The number of shares that Mr. Griffin may be deemed to beneficially own constitutes approximately 5.7% of the common stock outstanding.
         
    (c) Number of shares as to which such person has:
         
      (i) sole power to vote or to direct the vote:  0
         
      (ii) shared power to vote or to direct the vote:  1,362,655
         
      (iii) sole power to dispose or to direct the disposition of:  0
         
      (iv) shared power to dispose or to direct the disposition of:  1,362,655

 

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 5 percent of the class of securities, check the following   ¨.
   
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
  See Item 2 above
   
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.

 

 

 

 

CUSIP No. 05455M100 13G/A Page 10 of 10 Pages

 

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

 

Dated this 14th day of February, 2019.

 

CITADEL ADVISORS LLC   CITADEL ADVISORS HOLDINGS LP
     
By: /s/ David Glockner   By: /s/ David Glockner
  David Glockner, Authorized Signatory     David Glockner, Authorized Signatory
     
CITADEL GP LLC   KENNETH GRIFFIN
     
By: /s/ David Glockner   By: /s/ David Glockner
  David Glockner, Authorized Signatory     David Glockner, attorney-in-fact*

 

 
*David Glockner is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Advisors LLC on Schedule 13G for Roku, Inc. on January 17, 2018.