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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, DC 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
Motif Bio plc
(Name of Issuer)
Ordinary Shares, par value £0.01 per share
(Title of Class of Securities)
619784 101
(CUSIP Number)
December 31, 2016
(Date of Event That Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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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 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).
CUSIP No. 619784 101 |
SCHEDULE 13G |
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1. |
Names of Reporting Persons | |||||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
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(b) |
o | ||||
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
5. |
Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Power | ||||||
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8. |
Shared Dispositive Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11. |
Percent of Class Represented by Amount in Row (9) | |||||
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12. |
Type of Reporting Person (See Instructions) | |||||
(1) Includes 34,384,928 ordinary shares held directly by the reporting person and 98,096 ordinary shares issuable to the Reporting Person upon the exercise of warrants that were exercisable on or within 60 days of December 31, 2016. Also includes 8,496,467 ordinary shares held directly by Amphion Innovations US, Inc. (Amphion US), a wholly-owned subsidiary of the Reporting Person, 318,549 ordinary shares issuable to Amphion US upon the exercise of warrants that were exercisable on or within 60 days of December 31, 2016, and 359,250 ordinary shares held directly by MSA Holdings B.S.C., a wholly-owned subsidiary of the Reporting Person.
(2) Based on 195,741,528 ordinary shares outstanding on December 29, 2016, plus 416,645 ordinary shares issuable to the Reporting Person and Amphion US upon the exercise of warrants, which were exercisable on or within 60 days of December 31, 2016.
CUSIP No. 619784 101 |
SCHEDULE 13G |
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Item 1(a). |
Name of Issuer: | |||||
Item 1(b). |
Address of Issuers Principal Executive Offices: New York, New York 10017 | |||||
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Item 2(a). |
Name of Person(s) Filing: | |||||
Item 2(b). |
Address of Principal Business Office, or, if none, Residence: | |||||
Item 2(c). |
Citizenship: | |||||
Item 2(d). |
Title of Class of Securities: | |||||
Item 2(e). |
CUSIP Number: | |||||
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Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |||||
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Not Applicable | ||||
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Item 4. |
Ownership: | |||||
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The information required by Items 4(a) (c) is set forth in Rows (5) (11) of the cover page for the Reporting Person and is incorporated herein by reference. | ||||
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Item 5. |
Ownership of Five Percent or Less of a Class. | |||||
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Not Applicable | ||||
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. | |||||
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Not Applicable | ||||
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Item 7. |
Identification and Classification of the Subsidiary That Acquired the Security Being Reported By the Parent Holding Company or Control Person. | |||||
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Not Applicable | ||||
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Item 8. |
Identification and Classification of Members of the Group. | |||||
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Not Applicable | ||||
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Item 9. |
Notice of Dissolution of the Group. | |||||
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Not Applicable | ||||
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Item 10. |
Certification: | |||||
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Not Applicable | ||||
CUSIP No. 619784 101 |
SCHEDULE 13G |
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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.
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AMPHION INNOVATIONS PLC | |
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Date: September 6, 2017 |
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By: |
/s/ Robert Bertoldi |
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Name: |
Robert Bertoldi |
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Title: |
President and Chief Financial Officer |