0001193125-14-047877.txt : 20140212 0001193125-14-047877.hdr.sgml : 20140212 20140212150106 ACCESSION NUMBER: 0001193125-14-047877 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140212 DATE AS OF CHANGE: 20140212 GROUP MEMBERS: FW HEAT GENPAR, LLC GROUP MEMBERS: JAY H. HEBERT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEAT BIOLOGICS, INC. CENTRAL INDEX KEY: 0001476963 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 262844103 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87552 FILM NUMBER: 14599660 BUSINESS ADDRESS: STREET 1: 100 EUROPA DRIVE STREET 2: SUTE 420 CITY: CHAPEL HILL STATE: NC ZIP: 27517 BUSINESS PHONE: 919-240-7133 MAIL ADDRESS: STREET 1: 100 EUROPA DRIVE STREET 2: SUTE 420 CITY: CHAPEL HILL STATE: NC ZIP: 27517 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FW Heat Investors, L.P. CENTRAL INDEX KEY: 0001581369 IRS NUMBER: 461782208 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 201 MAIN STREET STREET 2: SUITE 3100 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817.390.8508 MAIL ADDRESS: STREET 1: 201 MAIN STREET STREET 2: SUITE 3100 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13G 1 d677054dsc13g.htm SC 13G SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

 

Heat Biologics, Inc.

(Name of Issuer)

Common Stock, par value $0.0002 per share

(Title of Class of Securities)

42237K102

(CUSIP Number)

December 31, 2013

(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)

x Rule 13d-1(d)

 

 

 

 

1 of 8


CUSIP No. 42237K102

   13G    Page 2 of 8

 

1  

NAME OF REPORTING PERSONS

 

FW Heat Investors, L.P.

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

 

453,763

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

453,763

   8   

SHARED DISPOSITIVE POWER

 

0

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

453,763

10  

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

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.1%**

12  

TYPE OF REPORTING PERSON*

 

PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

 

2 of 8


CUSIP No. 42237K102

   13G    Page 3 of 8

 

1  

NAME OF REPORTING PERSONS

 

FW Heat Genpar, 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

 

453,763

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

453,763

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

453,763

10  

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

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.1%**

12  

TYPE OF REPORTING PERSON*

 

OO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

 

3 of 8


CUSIP No. 42237K102

   13G    Page 4 of 8

 

1  

NAME OF REPORTING PERSONS

 

Jay H. Hebert

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(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

 

453,763

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

453,763

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

453,763

10  

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

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.1%**

12  

TYPE OF REPORTING PERSON*

 

HC, IN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

 

4 of 8


SCHEDULE 13G

This Schedule 13G (this “Schedule 13G”) relates to shares of Common Stock, par value $0.0002 (“Common Stock”), of Heat Biologics, Inc., a Delaware corporation (the “Issuer”), and is being filed on behalf of (i) FW Heat Investors, L.P. (the “Fund”), a Delaware limited partnership, (ii) FW Heat Genpar, LLC (the “General Partner”), a Delaware limited liability company, as the general partner to the Fund, and (iii) Jay H. Hebert, as the sole member of the General Partner (“Hebert” and, together with the Fund and the General Partner, the “Reporting Persons”). All 453,763 shares of Common Stock are held by the Fund.

 

Item 1(a)   

Name of Issuer.

 

Heat Biologics, Inc.

Item 1(b)     

Address of Issuer’s Principal Executive Offices.

 

100 Europa Drive

   Chapel Hill, NC 27517
Item 2(a)    Name of Person Filing.
  

(1) FW Heat Investors, L.P.

(2) FW Heat Genpar, LLC

(3) Jay H. Hebert

Item 2(b)    Address of Principal Business Office, or, if none, Residence.
  

For all Filers:

201 Main Street, Suite 3100

Fort Worth, Texas 76102

Item 2(c)    Citizenship or Place of Organization.
  

(1) FW Heat Investors, L.P. is a Delaware limited partnership.

(2) FW Heat Genpar, LLC is a Delaware limited liability company.

(3) Jay H. Hebert is a U.S. citizen.

Item 2(d)    Title of Class of Securities.
   Common Stock, par value $0.0002 per share.

 

5 of 8


Item 2(e)    CUSIP Number.
   42237K102
Item 3    Reporting Person.
   Not Applicable
Item 4    Ownership.
  

(a)    The Fund may be deemed the beneficial owner of 453,763 shares of Common Stock it holds. The General Partner and Hebert may be deemed the beneficial owner of 453,763 shares of Common Stock held by the Fund.

 

(b)    The Reporting Persons may be deemed the beneficial owners of 7.1% of the outstanding Common Shares. This percentage was determined by dividing 453,763 by 6,365,916, which is the number of shares of Common Stock issued and outstanding as of September 30, 2013, as reported in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 14, 2013.

 

(c)    The Fund has the sole power to vote and dispose of the 453,763 shares of Common Stock it holds directly. The General Partner and Hebert have the shared power to vote and dispose of the 453,763 shares of Common Stock held by the Fund.

Item 5   

Ownership of Five Percent or Less of a Class.

 

Inapplicable.

Item 6    Ownership of More Than Five Percent on Behalf of Another Person.
   Inapplicable
Item 7    Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
   Inapplicable.
Item 8    Identification and Classification of Members of the Group.
   Inapplicable.
Item 9    Notice of Dissolution of Group.
   Inapplicable.
Item 10    Certification.
   Inapplicable

 

6 of 8


Exhibits    Exhibit 99-1
   Joint Filing Agreement among the Reporting Persons dated February 12, 2014.

 

7 of 8


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.

Date: February 12, 2014

 

FW Heat Investors, L.P.
  By:  FW Heat Genpar, LLC, its general partner
By:  

 /s/ Jay H. Hebert

  JAY H. HEBERT, Sole Member
FW Heat Genpar, LLC
By:  

 /s/ Jay H. Hebert

  JAY H. HEBERT, Sole Member

 /s/ Jay H. Hebert

Jay H. Hebert

 

8 of 8

EX-99.1 2 d677054dex991.htm EX-99.1 EX-99.1

Exhibit 99-1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of Heat Biologics, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

[Signature Page Follows]


IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 12, 2014.

 

FW Heat Investors, L.P.
  By:  FW Heat Genpar, LLC, its general partner
By:  

 /s/ Jay H. Hebert

  JAY H. HEBERT, Sole Member
FW Heat Genpar, LLC
By:  

 /s/ Jay H. Hebert

  JAY H. HEBERT, Sole Member

 /s/ Jay H. Hebert

Jay H. Hebert