1
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NAMES OF REPORTING PERSONS
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BRISTOL-MYERS SQUIBB COMPANY
22-0790350
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware, U.S.A.
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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-0-
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6
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SHARED VOTING POWER
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1,633,254(1)
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7
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SOLE DISPOSITIVE POWER
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-0-
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8
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SHARED DISPOSITIVE POWER
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1,633,254(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,633,254(1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.1%(2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(1) |
See Item 4 below.
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(2) |
The percentage ownership interest is determined based on 32,259,988 shares of Common Stock of the Issuer outstanding as of March 15, 2021 as disclosed in the Issuer’s Form 10-K filed with the Securities and Exchange Commission (the
“SEC”) on March 23, 2021.
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1
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NAMES OF REPORTING PERSONS
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CELGENE CORPORATION
22-2711928
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware, U.S.A.
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
|
SOLE VOTING POWER
|
|
|
|
-0-
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|||
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||||
6
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SHARED VOTING POWER
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1,633,254(1)
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7
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SOLE DISPOSITIVE POWER
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-0-
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||||
8
|
SHARED DISPOSITIVE POWER
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1,633,254(1)
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||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,633,254(1)
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|||
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|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
|
||
☐
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|||
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||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.1%(2)
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|||
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||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
||
CO
|
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|
|||
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(1) |
See Item 4 below.
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(2) |
The percentage ownership interest is determined based on 32,259,988 shares of Common Stock of the Issuer outstanding as of March 15, 2021 as disclosed in the Issuer’s Form 10-K filed with the SEC on March 23, 2021.
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Item 2(a).
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Name of Persons Filing:
• BMS
• Celgene
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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Bristol-Myers Squibb Company
430 East 29th Street
New York, NY 10016
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Celgene Corporation
86 Morris Avenue
Summit, NJ 07901
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Item 2(c).
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Citizenship:
Delaware, U.S.A.
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Item 2(d).
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Title of Class of Securities:
Common Stock, $0.0001 par value
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Item 2(e).
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CUSIP Number:
45166A 102
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Item 4.
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Ownership.
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(a)
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Amount beneficially owned:
1,633,254 shares of Common Stock of the Issuer*
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(b)
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Percent of class: 5.1%**
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
0
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(ii)
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Shared power to vote or to direct the vote:
1,633,254 shares of Common Stock of the Issuer*
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(iii)
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Sole power to dispose or to direct the disposition of:
0
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(iv)
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Shared power to dispose or to direct the disposition of:
1,633,254 shares of Common Stock of the Issuer*
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Item 10. |
Certification.
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99.1 |
Joint Filing Agreement, dated April 5, 2021, between BMS and Celgene.
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Date: April 5, 2021
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BRISTOL-MYERS SQUIBB COMPANY
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/s/
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Katherine R. Kelly
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Name:
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Katherine R. Kelly
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Title:
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Corporate Secretary
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CELGENE CORPORATION
|
||||
/s/
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Phil M. Holzer
|
|||
Name:
|
Phil M. Holzer
|
|||
Title:
|
President
|