UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1I, 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* 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).

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1	NAMES OF REPORTING PERSONS
	KKR BIOSIMILAR L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			3,949,829(1)
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			3,949,829(1)
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,949,829(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.6%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

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(1)	See Item 5.

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(1)	See Item 5.

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(1)	See Item 5.

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(1)	See Item 5.

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(1)	See Item 5.

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(1)	See Item 5.

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(1)	See Item 5.

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(1)	See Item 5.

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(1)	See Item 5.

This Amendment No. 2 (“Amendment No. 2”) to Schedule 13D relates to the Common Stock (as defined below) of the Issuer (as defined below), and amends the initial statement on Schedule 13D filed on November 17, 2014, as amended by Amendment No. 1 to the Schedule 13D filed on April 15, 2016 (as so amended, the “Schedule 13D”).  This Amendment No. 2 reflects, among other things, the conversion of KKR & Co. L.P., a Delaware limited partnership, into a Delaware corporation named KKR & Co. Inc., which became effective on July 1, 2018, pursuant to which KKR & Co. L.P. contributed all of its interests in two wholly-owned subsidiaries, KKR Group Holdings L.P. and KKR Group Limited, to a newly formed and wholly-owned subsidiary, KKR Group Holdings Corp., and KKR Group Holdings L.P. and KKR Group Limited were liquidated (the “KKR Reorganization”). The KKR Reorganization did not involve any purchase or sale of securities of the Issuer.  Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D.  Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.

Item 1 of the Schedule 13D is hereby amended and restated as follows:

This Schedule 13D relates to Common Stock, $0.0001 par value (the “Common Stock”) of Coherus BioSciences, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 333 Twin Dolphin Drive, Suite 600, Redwood City, California 94065.

Item 2 of the Schedule 13D is hereby amended and restated as follows:

(a) and (f).

This Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by:

(i) KKR Biosimilar L.P., a Delaware limited partnership (“KKR Biosimilar”)

(ii) KKR Biosimilar GP LLC, a Delaware limited liability company (“KKR Biosimilar GP”)

(iii) KKR Fund Holdings L.P., a Cayman Islands exempted limited partnership (“KKR Fund Holdings”);

(iv) KKR Fund Holdings GP Limited, a Cayman Islands limited company (“KKR Fund Holdings GP”);

(v) KKR Group Holdings Corp., a Delaware corporation (“KKR Group Holdings”);

(vi) KKR & Co. Inc., a Delaware corporation (“KKR & Co.”);

(vii) KKR Management LLC, a Delaware limited liability company (“KKR Management”);

(viii) Henry R. Kravis, a United States citizen; and

(ix) George R. Roberts, a United States citizen (the persons and entities listed in items (i) through (ix) are collectively referred to herein as the “Reporting Persons”).

KKR Biosimilar GP is the general partner of KKR Biosimilar.  KKR Fund Holdings is the sole member of KKR Biosimilar GP.  KKR Fund Holdings GP is a general partner of KKR Fund Holdings.  KKR Group Holdings is the sole shareholder of KKR Fund Holdings GP and a general partner of KKR Fund Holdings.  KKR & Co. is the sole shareholder of KKR Group Holdings.  KKR Management is the Class B common stockholder of KKR & Co.  Messrs. Kravis and Roberts are the designated members of KKR Management.

Each of Messrs. Scott C. Nuttall, Joseph Y. Bae, William J. Janetschek and David J. Sorkin is a director of KKR Fund Holdings GP and KKR Group Holdings. The executive officers of KKR Group Holdings and KKR & Co. are Messrs. Kravis, Roberts, Nuttall, Bae, Janetschek and Sorkin.  The directors of KKR & Co. are listed on Annex A attached hereto, which is incorporated herein by reference.

Each of Messrs. Nuttall, Bae, Janetschek and Sorkin is a United States citizen.

The Reporting Persons have entered into a joint filing agreement, dated as of November 29, 2019, a copy of which is attached hereto as Exhibit F.

c/o Kohlberg Kravis Roberts & Co. L.P.

9 West 57th Street, Suite 4200

New York, NY 10019

The address of the principal business office of Mr. Roberts is:

c/o Kohlberg Kravis Roberts & Co. L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

Each of KKR Fund Holdings, KKR Fund Holdings GP, KKR Group Holdings, KKR & Co. and KKR Management is principally engaged as a holding company for the subsidiaries engaged in the investment management business.

The present principal occupation or employment of each of Messrs. Kravis, Roberts, Nuttall, Bae, Janetschek and Sorkin is as an executive of Kohlberg Kravis Roberts & Co. L.P. and/or one or more of its affiliates.  The present principal occupation of each of the other individuals named in Item 2 is listed on Annex A.

Item 4 of the Schedule 13D is hereby amended and supplemented with the following:

On November 29, 2019, KKR Biosimilar entered into a 10b5-1 sales plan (the “10b5-1 Plan”) pursuant to which it may sell up to 1,000,000 shares of the Issuer’s outstanding Common Stock, subject to certain volume and pricing limits.  The amount and timing of any sales, if any, may vary and will be determined based on market conditions, share price and other factors. The program will not require KKR Biosimilar to sell any specific number of shares of Common Stock or at all, and may be modified, suspended or terminated at any time without notice.

The foregoing description of the 10b5-1 Plan is qualified in its entirety by reference to the 10b5-1 Plan, which is filed as Exhibit G to this Schedule 13D and incorporated by reference herein.

Item 5.

Interest in Securities of the Issuer.

Item 5(a), (b), (c) and (e) of the Schedule 13D is hereby amended and restated as follows:

(a)

and (b) The Reporting Persons beneficially own an aggregate of 3,949,829 shares of Common Stock, which includes (i) 3,055,055 shares of Common Stock held by KKR Biosimilar and (ii) 894,774 shares of Common Stock issuable to KKR Biosimilar upon conversion of the Convertible Notes held by KKR Biosimilar pursuant to the Purchase Agreement, representing approximately 5.6% of the outstanding shares of Common Stock based on 71,024,114 shares of Common Stock outstanding, which includes (x) 70,129,340 shares of Common Stock issued and outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2019 and (y) 894,774 shares of Common Stock that KKR Biosimilar may acquire upon the conversion of the Convertible Notes owned by KKR Biosimilar.  KKR Biosimilar’s right to convert the Convertible Notes into shares of Common Stock will be subject to certain conditions set forth in the Convertible Notes, including the making of all required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the expiration or termination of any required waiting period thereunder.

Each of KKR Biosimilar GP (as the general partner of KKR Biosimilar), KKR Fund Holdings (as the sole member of KKR Biosimilar GP), KKR Fund Holdings GP (as a general partner of KKR Fund Holdings), KKR Group Holdings (as the sole shareholder of KKR Fund Holdings GP and a general partner of KKR Fund Holdings), KKR & Co. (as the sole shareholder of KKR Group), KKR Management (as the Class B common stockholder of KKR &Co.), and Messrs. Henry R. Kravis and George R. Roberts (as the designated members of KKR Management), may be deemed to be the beneficial owner of the securities beneficially owned by KKR Biosimilar, and each disclaims beneficial ownership of the securities.

The filing of this Statement shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this Schedule 13D.

To the best knowledge of the Reporting Persons, none of the individuals named in Item 2 beneficially owns any shares of Common Stock except as described herein.

(c)	The Reporting Persons, and to the best knowledge of the Reporting Persons, the other persons named in Item 2 of the Schedule 13D, have had no transactions in the Issuer’s Common Stock in the past 60 days.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended by adding the following:

The information set forth in Item 4 of this Amendment No. 2 is incorporated by reference in its entirety into this Item 6.

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended by adding the following:

F.	Joint Filing Agreement, dated as of November 29, 2019, by and among the Reporting Persons.

G.	10b5-1 Plan.

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.

Dated: November 29, 2019

EXHIBIT F

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of common stock, par value $0.0001 per share of Coherus BioSciences, Inc., is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: November 29, 2019

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Execution Version

 

This Rule 10b5-1 Sales Plan (“Plan”) is adopted by KKR Biosimilar L.P. (the “Seller”) on November 29, 2019 (the “Adoption Date”), in order to establish a systematic program by which Citigroup Global Markets Inc. (“CGMI”) will use its reasonable best efforts to sell on the Seller’s behalf shares of the common stock (“Stock”) of Coherus BioSciences, Inc. (the “Issuer”), which are listed on the Nasdaq under the symbol CHRS.

 

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The Seller is or may be deemed a Rule 144 “Affiliate” of the Issuer.

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Neither of the above is applicable.

The Seller acknowledges that the Seller is solely responsible for complying with Section 16 of the Exchange Act in connection with this Plan, and will be solely responsible if any sales made under this Plan result in the Seller being liable for “short-swing profits” under Section 16(b).

The Seller makes the following representations on the Adoption Date.

If the Seller is an “affiliate” of the Issuer, or holds “restricted shares” which are not otherwise registered for resale under the 1933 Act, then all sales under this Plan will be made by CGMI in accordance with Rule 144.  The Seller agrees not to take, and agrees not to cause any person or entity with whom the Seller would be required to aggregate sales of Stock under Rule 144 to take, any action that would cause any such sale under this Plan not to comply with Rule 144.

CGMI will be responsible for filing each required Form 144, which Form 144 will be filed in paper.  The Seller acknowledges and agrees that CGMI will be obligated to make only one Form 144 filing each three-month period commencing with the first scheduled sale of Stock under this Plan.

The Seller agrees to advise CGMI promptly of any sale of Stock by the Seller (or any other person or entity whose sales of Stock would be aggregated with those of the Seller for purposes of compliance with the volume limitations of Rule 144) that is not covered by this Plan, except that the Seller may sell Stock outside of this Plan (and will cause others whose sales are required to be aggregated with those of Seller for purposes of compliance with volume limitations of Rule 144) only if and to the extent that no such sale affects the amount of Stock that may be sold under this Plan in compliance with the volume limitations of Rule 144.    The Seller acknowledges and agrees that he/she will provide CGMI with a signed and completed Form 144 no later than five business days prior to the commencement of any Sale Period set for on Schedule A-1.

The Seller agrees to make all filings required by the Exchange Act in connection with this Plan, CGMI will not be required to: (i) make any of these filings on the Seller’s behalf, (ii) review any Exchange Act filing made by the Seller, or (iii) determine whether any Exchange Act filing by the Seller has been made on a timely basis.  CGMI will not be liable to the Seller for any misstatement, omission or defect in any of these filings, unless such information is based solely on information provided to Seller by CGMI.

This Plan will be governed by, and construed in accordance with, the laws of the State of New York, without regard to such State’s conflict of laws rules.

This Plan (including all Schedules) reflects the entire agreement between the parties concerning the sale of Stock under Rule 10b5-1, and supersedes any previous or contemporaneous agreements or promises concerning these sales, whether written or oral.  In the event of a conflict between the terms and conditions of this Plan and the terms and conditions of; (i) any other agreement between the Seller and CGMI concerning sales of Stock under Rule 10b5-1, or (ii) any written instructions provided by the Issuer to the Seller concerning this Plan or Rule 10b5-1 plans in general, the terms and conditions of this Plan will govern.

This Plan and the rights and obligations thereunder may not be assigned by Seller without written permission of CGMI.  Assignment of this Plan and the rights and obligations thereunder, may not be assigned by CGMI without the consent of Seller, except that CGMI may assign this Plan without Seller’s permission or consent to a broker-dealer who succeeds to the business of CGMI as a result of any acquisition, merger, consolidation, joint venture or other business combination.

The Seller and CGMI acknowledge and agree that this Plan is a “securities contract,” as such term is defined in Section 741(7) of Title 11 of the United States Code (“Bankruptcy Code”), entitled to all of the protections given such contracts under the Bankruptcy Code.

CGMI will maintain the confidentiality of the Plan and will not disclose the specific terms of this Plan to any person or entity, except: (i) to employees, affiliates and agents of CGMI who have a legitimate business need to know such information, (ii) to any governmental agency having jurisdiction over CGMI or any self-regulatory organization which it is a member, or (iii) to any other person or entity to the extent such disclosure is required by law or by a subpoena issued by a court of competent jurisdiction.

Except as otherwise specifically provided in this Plan, any communications required or permitted hereunder may be in writing or made orally, provided that any communications made orally must be confirmed in writing within one business day of such communication.

All notices to CGMI under this Plan shall be provided to:

Matt Morris: matthew.t.morris@citi.com

Tel: 1-212-723-7833

All notices to Seller under this Plan shall be provided to:

Elise McKenna: Elise.McKenna@kkr.com

Arjun Arora:  Arjun.Arora@kkr.com

CGMI shall provide notification of all sales of Stock under this Plan (including number of shares and sale price) to Seller by e-mail at the above addresses by 6 p.m. Eastern on the day of the sale.

This Plan may be signed in any number of counterparts, each of which taken together will be deemed an original and part of the same Plan.

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