SC 13G/A 1 d88249dsc13ga.htm SC 13G/A SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)

 

 

ObsEva SA

(Name of Issuer)

Common Shares, par value CHF 1/13 per share

(Title of Class of Securities)

H5861P103

(CUSIP Number)

December 31, 2020

(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).

 

 

 

CUSIP NO. H5861P103   13G  

 

  1   

NAMES OF REPORTING PERSONS

 

Ernest Loumaye

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Belgium

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

4,963,355

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

4,963,355

   8   

SHARED DISPOSITIVE POWER

 

0

  9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,963,355

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.9% (1)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

(1)

This percentage is calculated based on 55,015,024 of the Issuer’s Common Shares (excluding 5,187,595 treasury shares) reported by the Issuer to be outstanding as of September 30, 2020 in Exhibit 99.1 attached to the Issuer’s Report on Form 6-K, as filed with the Securities and Exchange Commission on November 5, 2020, and assumes the exercise of 531,553 options held by Dr. Loumaye that are exercisable within 60 days of December 31, 2020 and the exercise of a warrant to purchase 516,352 Common Shares held by Dr. Loumaye.

CUSIP NO. H5861P103    13G   

 

Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Person, in respect of Common Shares (“Common Shares”) of ObsEva SA (the “Issuer”).

 

Item 1(a)

Name of Issuer:

ObsEva SA

 

Item 1(b)

Address of Issuer’s principal executive offices:

Chemin des Aulx, 12

1228 Plan-les-Ouates

Geneva, Switzerland

 

Items 2(a)

Name of Reporting Persons filing:

Ernest Loumaye

 

Item 2(b)

Address or principal business office or, if none, residence:

The address of the principal business office of Mr. Loumaye is c/o ObsEva SA, Chemin des Aulx, 12, 1228 Plan-les-Ouates, Geneva, Switzerland

 

Item 2(c)

Citizenship:

 

Name

  

Citizenship or Place of Organization

Ernest Loumaye   Belgium

 

Item 2(d)

Title of class of securities:

Common Shares, par value CHF 1/13 per share

 

Item 2(e)

CUSIP No.:

H5861P103

 

Item 3

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filings is a:

Not applicable.

 

Item 4

Ownership

The following information with respect to the ownership of Common Shares of the Issuer by the Reporting Person filing this statement on Schedule 13G is provided as of December 31, 2020.

 

Reporting Persons

    Common
Shares
Held
Directly		      Sole
Voting
Power		      Shared
Voting
Power		      Sole
Dispositive
Power		      Shared
Dispositive
Power		      Beneficial
Ownership		      Percentage
of Class
(1)		  

Ernest Loumaye(1)(2)

      4,963,355        4,963,355        0        4,963,355        0        4,963,355        8.9 % 

 

(1)

This percentage is calculated based on 55,015,024 of the Issuer’s Common Shares (excluding 5,187,595 treasury shares) reported by the Issuer to be outstanding as of September 30, 2020 in Exhibit 99.1 attached to the Issuer’s Report on Form 6-K, as filed with the Securities and Exchange Commission on November 5, 2020, and assumes the exercise of 531,553 options held by Dr. Loumaye that are exercisable within 60 days of December 31, 2020 and the exercise of a warrant to purchase 516,352 Common Shares held by Dr. Loumaye.

(2)

As of December 31, 2020, Dr. Loumaye beneficially owned 4,963,355 shares of the Issuer’s Common Shares consisting of (i) 3,915,450 Common Shares owned directly by him, (ii) options to purchase 531,553 Common Shares exercisable within 60 days of December 31, 2020 and (iii) a warrant to purchase 516,352 Common Shares.

CUSIP NO. H5861P103    13G   

 

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 ☐

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on 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 Group

Not applicable.

 

Item 10

Certifications

Not applicable.

CUSIP NO. H5861P103    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.

Dated:    February 16, 2021

 

By:   /s/ Ernest Loumaye
  Ernest Loumaye