1
|
NAMES OF REPORTING PERSONS
|
|
|
||
BRISTOL-MYERS SQUIBB COMPANY
22-0790350
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware, U.S.A. |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
-0- |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
3,456,463(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0- |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,456,463(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,456,463(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)
|
|
|
||
7.6%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1) |
See Item 4 below.
|
(2) |
The percentage ownership interest is determined based on 45,393,561 shares of Common Stock of the Issuer outstanding as of February 19, 2021 as disclosed in the Issuer’s Form 10-K filed with the Securities and Exchange Commission (the
“SEC”) on February 25, 2021.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
CELGENE SWITZERLAND LLC
47-5587373
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware, U.S.A. |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
-0- |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
3,456,463(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0- |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,456,463(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,456,463(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)
|
|
|
||
7.6%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO (limited liability company) |
|
|
|||
|
|
(1) |
See Item 4 below.
|
(2) |
The percentage ownership interest is determined based on 45,393,561 shares of Common Stock of the Issuer outstanding as of February 19, 2021 as disclosed in the Issuer’s Form 10-K filed with the SEC on February 25, 2021.
|
Item 2(a).
|
Name of Persons Filing:
• BMS
• Celgene Switzerland
|
|
Item 2(b).
|
Address of Principal Business Office or, if none, Residence:
|
|
Bristol-Myers Squibb Company
430 East 29th Street
New York, NY 10016
|
Celgene Switzerland LLC
AON House
30 Woodbourne Avenue
Pembroke, HM 08
BERMUDA
|
Item 2(c).
|
Citizenship:
|
||
Delaware, U.S.A.
|
|||
Item 2(d).
|
Title of Class of Securities:
|
||
Common Stock, $0.001 par value
|
|||
Item 2(e).
|
CUSIP Number:
|
||
481116101
|
|||
Item 4.
|
Ownership.
|
||
(a)
|
Amount beneficially owned:
|
||
3,456,463 shares of Common Stock of the Issuer*
|
|||
(b)
|
Percent of class: 7.6%**
|
||
(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:
|
||
3,456,463 shares of Common Stock of the Issuer*
|
|||
(iii)
|
Sole power to dispose or to direct the disposition of:
|
||
0
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
||
3,456,463 shares of Common Stock of the Issuer*
|
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, other than activities solely in
connection with a nomination under §240.14a-11.
|
Exhibit Description
|
|
Joint Filing Agreement, dated April 5, 2021, between BMS and Celgene Switzerland.
|
Date: April 5, 2021
|
||||
BRISTOL-MYERS SQUIBB COMPANY
|
||||
/s/ Katherine R. Kelly
|
||||
Name:
|
Katherine R. Kelly
|
|||
Title:
|
Corporate Secretary
|
|||
CELGENE SWITZERLAND LLC
|
||||
/s/ Kevin Mello
|
||||
Name:
|
Kevin Mello
|
|||
Title:
|
Manager
|
BRISTOL-MYERS SQUIBB COMPANY
|
||||
By:
|
/s/ Katherine R. Kelly
|
|||
Name:
|
Katherine R. Kelly
|
|||
Title:
|
Corporate Secretary
|
CELGENE SWITZERLAND LLC
|
||||
By:
|
/s/ Kevin Mello
|
|||
Name:
|
Kevin Mello
|
|||
Title:
|
Manager
|