0001104659-17-055809.txt : 20170906 0001104659-17-055809.hdr.sgml : 20170906 20170906162842 ACCESSION NUMBER: 0001104659-17-055809 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170906 DATE AS OF CHANGE: 20170906 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Motif Bio plc CENTRAL INDEX KEY: 0001674657 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89713 FILM NUMBER: 171071632 BUSINESS ADDRESS: STREET 1: ONE TUDOR STREET CITY: LONDON STATE: X0 ZIP: EC4Y 0AH BUSINESS PHONE: (212) 210-6248 MAIL ADDRESS: STREET 1: ONE TUDOR STREET CITY: LONDON STATE: X0 ZIP: EC4Y 0AH FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Amphion Innovations PLC CENTRAL INDEX KEY: 0001356470 IRS NUMBER: 980461484 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 330 MADISON AVENUE, 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-210-6282 MAIL ADDRESS: STREET 1: 330 MADISON AVENUE, 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 a17-21343_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

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:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

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

 

 

 

1.

Names of Reporting Persons
Amphion Innovations plc

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Isle of Man

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
34,483,024

 

6.

Shared Voting Power
9,174,266

 

7.

Sole Dispositive Power
34,483,024

 

8.

Shared Dispositive Power
9,174,266

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
43,657,290 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
22.3% (2)

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

(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.

 

1


 

CUSIP No. 619784 101

SCHEDULE 13G

 

 

Item 1(a).

Name of Issuer:
Motif Bio plc (the “Company”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:
125 Park Avenue, 25th Floor

New York, New York 10017

 

Item 2(a).

Name of Person(s) Filing:
Amphion Innovations plc

Item 2(b).

Address of Principal Business Office, or, if none, Residence:
First Names House, Victoria Road, Douglas
Isle of Man, IM2 4DF

Item 2(c).

Citizenship:
Isle of Man

Item 2(d).

Title of Class of Securities:
Ordinary Shares, par value £0.01 per share

Item 2(e).

CUSIP Number:
619784 101

 

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:

 

 

Not Applicable

 

Item 4.

Ownership:

 

 

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.

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

 

Not Applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

 

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary That Acquired the Security Being Reported By the Parent Holding Company or Control Person.

 

 

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group.

 

 

Not Applicable

 

Item 9.

Notice of Dissolution of the Group.

 

 

Not Applicable

 

Item 10.

Certification:

 

 

Not Applicable

 

2


 

CUSIP No. 619784 101

SCHEDULE 13G

 

 

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.

 

 

 

AMPHION INNOVATIONS PLC

 

 

 

 

 

 

Date: September 6, 2017

 

By:

/s/ Robert Bertoldi

 

 

Name:

Robert Bertoldi

 

 

Title:

President and Chief Financial Officer