UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 2)
Invitae
Corporation
(Name of
Issuer)
Common Shares, $0.0001 par
value
(Title of Class of
Securities)
46185L103
(CUSIP
Number)
December 31, 2016
(Date of Event
Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this
Schedule is filed:
☐Rule 13d-1(b)
☒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 the disclosures provided in a prior cover
page.
The information
required in 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).
Persons who respond to the collection of
information contained in this form are not
required to respond unless the form displays a currently valid OMB
control number.
CUSIP No.
46185L103
Page 2 of
6
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1. Names of
Reporting Persons.
Camber Capital
Management LLC
42-1693587
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2. Check the
Appropriate Box if a Member of a Group
(a) ☐
(b) ☐
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3. SEC Use Only
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4. Citizenship or
Place of Organization
Massachusetts
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Number
of Shares
Beneficially
Owned by
Each Reporting
Person With:
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5. Sole Voting
Power
0
shares
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6. Shared Voting
Power
2,398,123
shares
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7. Sole
Dispositive Power
0
shares
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8. Shared
Dispositive Power
2,398,123
shares
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9. Aggregate
Amount Beneficially Owned by Each Reporting Person
Camber Capital
Management LLC –
2,398,123 shares
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10.
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares ☐
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11. Percent of
Class Represented by Amount in Row (9)
Camber Capital
Management LLC –
7.39%
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12. Type of
Reporting Person
Camber Capital
Management LLC – 00 (Limited Liability Company)
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CUSIP No.
46185L103
Page 3 of
6
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1. Names of
Reporting Persons.
Stephen
DuBois
Not
applicable
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2. Check the
Appropriate Box if a Member of a Group
(a) ☐
(b) ☐
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3. SEC Use Only
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4. Citizenship or
Place of Organization
Stephen DuBois
– United States
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Number
of Shares
Beneficially
Owned by
Each Reporting
Person With:
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5. Sole Voting
Power
0
shares
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6. Shared Voting
Power
2,398,123
shares
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7. Sole
Dispositive Power
0
shares
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8. Shared
Dispositive Power
2,398,123
shares
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9. Aggregate
Amount Beneficially Owned by Each Reporting Person
Stephen DuBois
– 2,398,123 shares
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10.
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares ☐
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11. Percent of
Class Represented by Amount in Row (9)
Stephen
DuBois –
7.39%
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12. Type of
Reporting Person
Stephen DuBois
– IN
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CUSIP No.
46185L103
Page 4 of
6
ITEM 1.
(a) Name of
Issuer:
Invitae
Corporation
(b) Address of
Issuer's Principal Executive Offices:
458 Brannan Street,
San Francisco, CA 94107
ITEM 2.
(a) Name of Person
Filing:
Camber Capital
Management LLC
Stephen
DuBois
(b) Address of
Principal Business Office, or if None, Residence:
Camber Capital
Management LLC
Stephen
DuBois
101 Huntington
Avenue, Suite 2101
Boston, MA
02199
(c)
Citizenship:
Camber Capital
Management LLC–
Massachusetts
Stephen
DuBois –
United States
(d) Title of Class
of Securities:
Voting Shares,
$0.0001 par value
(e) CUSIP
Number:
46185L103
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO
SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON
FILING IS A:
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(a)
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[_]
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Broker or dealer
registered under Section 15 of the Act (15 U.S.C.
78o).
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(b)
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[_]
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Bank as defined in
Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company
as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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[_]
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Investment company
registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
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(e)
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[_]
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An investment
adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An employee benefit
plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
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(g)
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[_]
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A parent holding
company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A savings
associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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[_]
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A church plan that
is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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[_]
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Group, in
accordance with ss.240.13d-1(b)(1)(ii)(J).
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ITEM 4. OWNERSHIP.
Provide the
following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item
1.
(a) Amount
beneficially owned: Camber
Capital Management LLC – 2,398,123 shares
Stephen DuBois
– 2,398,123 shares
CUSIP No.
46185L103
Page 5 of
6
(b) Percent of
class: Camber Capital Management LLC – 7.39%
Stephen
DuBois – 7.39%
(c) Number of
shares as to which such person has:
(i) Sole power to
vote or to direct the vote
Camber Capital
Management LLC – 0 shares
Stephen DuBois
– 0 shares
(ii) Shared power
to vote or to direct the vote
Camber Capital
Management LLC – 2,398,123 shares
Stephen DuBois
– 2,398,123 shares
(iii) Sole power to
dispose or to direct the disposition of
Camber Capital
Management LLC – 0 shares
Stephen DuBois
– 0 shares
(iv) Shared power
to dispose or to direct the disposition of
Camber Capital
Management LLC – 2,398,123 shares
Stephen DuBois
– 2,398,123 shares
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
five percent of the class of securities, check the following [
].
INSTRUCTION:
Dissolution of a group requires a response to this
item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON
BEHALF OF ANOTHER PERSON.
If any other person
is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than
five percent of the class, such person should be identified. A
listing of the shareholders of an investment company registered
under the Investment Company Act of 1940 or the beneficiaries of
employee benefit plan, pension fund or endowment fund is not
required.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF
THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY.
If a parent holding
company or Control person has filed this schedule, pursuant to Rule
13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the
relevant subsidiary. If a parent holding company or control person
has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d),
attach an exhibit stating the identification of the relevant
subsidiary.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF
MEMBERS OF THE GROUP.
If a group has
filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity
and Item 3 classification of each member of the group. If a group
has filed this schedule pursuant to ss.240.13d-1(c) or
ss.240.13d-1(d), attach an exhibit stating the identity of each
member of the group.
ITEM 9. NOTICE OF DISSOLUTION OF
GROUP.
Notice of
dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect
to transactions in the security reported on will be filed, if
required, by members of the group, in their individual capacity.
See Item 5.
CUSIP No.
46185L103
Page 6 of
6
ITEM 10. CERTIFICATIONS.
The following
certification shall be included if the statement is filed pursuant
to S.240.13d-1(c):
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 such purpose or effect.
SIGNATURE
After reasonable
inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
CAMBER CAPITAL
MANAGEMENT LLC
By: /s/Sean
George
Sean
George
Chief Financial
Officer
STEPHEN
DUBOIS
By: /s/ Stephen
DuBois
Stephen DuBois,
individually
The original
statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the
statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner
of the filing person, evidence of the representative's authority to
sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which
is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his
signature.