*
|
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.
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
A.T. Holdings II Sarl
|
||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||||
3
|
|
SEC USE ONLY
|
||||
4
|
|
SOURCE OF FUNDS
WC
|
||||
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
7
|
|
SOLE VOTING POWER
0
|
||
|
8
|
|
SHARED VOTING POWER
22,193,730
|
|||
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
|
SHARED DISPOSITIVE POWER
22,193,730
|
|||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
22,193,730
|
||||
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9% (1)
|
||||
14
|
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
Based on 76,715,852 common shares of ADC Therapeutics SA (the “Issuer”) outstanding as of September 28, 2020, following the closing of a public offering by the Issuer, as reported in the
Issuer’s prospectus filed with the Securities and Exchange Commission (the “SEC”) on September 25, 2020.
|
|
|
|
|
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|
|
1
|
|
NAME OF REPORTING PERSON
C.T. Phinco Sarl
|
||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||||
3
|
|
SEC USE ONLY
|
||||
4
|
|
SOURCE OF FUNDS
AF
|
||||
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
7
|
|
SOLE VOTING POWER
22,193,730
|
||
|
8
|
|
SHARED VOTING POWER
0
|
|||
|
9
|
|
SOLE DISPOSITIVE POWER
22,193,730
|
|||
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
22,193,730
|
||||
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9% (1)
|
||||
14
|
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
Based on 76,715,852 common shares of the Issuer outstanding as of September 28, 2020, following the closing of a public offering by the Issuer, as reported in the Issuer’s prospectus
filed with the SEC on September 25, 2020.
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
ADC Products Switzerland Sarl
|
||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||||
3
|
|
SEC USE ONLY
|
||||
4
|
|
SOURCE OF FUNDS
WC
|
||||
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
7
|
|
SOLE VOTING POWER
0
|
||
|
8
|
|
SHARED VOTING POWER
4,773,122
|
|||
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
|
SHARED DISPOSITIVE POWER
4,773,122
|
|||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
4,773,122
|
||||
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2% (1)
|
||||
14
|
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
Based on 76,715,852 common shares of the Issuer outstanding as of September 28, 2020, following the closing of a public offering by the Issuer, as reported in the Issuer’s prospectus
filed with the SEC on September 25, 2020.
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
Auven Therapeutics Holdings L.P.
|
||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||||
3
|
|
SEC USE ONLY
|
||||
4
|
|
SOURCE OF FUNDS
AF
|
||||
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
7
|
|
SOLE VOTING POWER
0
|
||
|
8
|
|
SHARED VOTING POWER
22,193,730
|
|||
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
|
SHARED DISPOSITIVE POWER
22,193,730
|
|||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
22,193,730
|
||||
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9% (1)
|
||||
14
|
|
TYPE OF REPORTING PERSON
PN
|
(1)
|
Based on 76,715,852 common shares of the Issuer outstanding as of September 28, 2020, following the closing of a public offering by the Issuer, as reported in the Issuer’s prospectus
filed with the SEC on September 25, 2020.
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
Auven Therapeutics General L.P.
|
||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||||
3
|
|
SEC USE ONLY
|
||||
4
|
|
SOURCE OF FUNDS
AF
|
||||
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
7
|
|
SOLE VOTING POWER
0
|
||
|
8
|
|
SHARED VOTING POWER
22,193,730
|
|||
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
|
SHARED DISPOSITIVE POWER
22,193,730
|
|||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
22,193,730
|
||||
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9% (1)
|
||||
14
|
|
TYPE OF REPORTING PERSON
PN
|
(1)
|
Based on 76,715,852 common shares of the Issuer outstanding as of September 28, 2020, following the closing of a public offering by the Issuer, as reported in the Issuer’s prospectus
filed with the SEC on September 25, 2020.
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
Auven Therapeutics GP Ltd.
|
||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||||
3
|
|
SEC USE ONLY
|
||||
4
|
|
SOURCE OF FUNDS
AF
|
||||
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
7
|
|
SOLE VOTING POWER
0
|
||
|
8
|
|
SHARED VOTING POWER
22,193,730
|
|||
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
|
SHARED DISPOSITIVE POWER
22,193,730
|
|||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
22,193,730
|
||||
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9% (1)
|
||||
14
|
|
TYPE OF REPORTING PERSON
CO
|
(1)
|
Based on 76,715,852 common shares of the Issuer outstanding as of September 28, 2020, following the closing of a public offering by the Issuer, as reported in the Issuer’s prospectus
filed with the SEC on September 25, 2020.
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
Stephen Evans-Freke
|
||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||||
3
|
|
SEC USE ONLY
|
||||
4
|
|
SOURCE OF FUNDS
AF
|
||||
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
7
|
|
SOLE VOTING POWER
0
|
||
|
8
|
|
SHARED VOTING POWER
22,193,730
|
|||
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
|
SHARED DISPOSITIVE POWER
22,193,730
|
|||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
22,193,730
|
||||
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9% (1)
|
||||
14
|
|
TYPE OF REPORTING PERSON
IN
|
(1)
|
Based on 76,715,852 common shares of the Issuer outstanding as of September 28, 2020, following the closing of a public offering by the Issuer, as reported in the Issuer’s prospectus
filed with the SEC on September 25, 2020.
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
Peter B. Corr
|
||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||||
3
|
|
SEC USE ONLY
|
||||
4
|
|
SOURCE OF FUNDS
AF
|
||||
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
7
|
|
SOLE VOTING POWER
0
|
||
|
8
|
|
SHARED VOTING POWER
22,193,730
|
|||
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
|
SHARED DISPOSITIVE POWER
22,193,730
|
|||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
22,193,730
|
||||
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9% (1)
|
||||
14
|
|
TYPE OF REPORTING PERSON
IN
|
(1)
|
Based on 76,715,852 common shares of the Issuer outstanding as of September 28, 2020, following the closing of a public offering by the Issuer, as reported in the Issuer’s prospectus
filed with the SEC on September 25, 2020.
|
ITEM 4.
|
PURPOSE OF TRANSACTION
|
ITEM 5.
|
INTEREST IN SECURITIES OF THE ISSUER
|
|
|
|
Holder
|
|
Total Number of Common Shares
|
A.T. Holdings II
|
|
17,420,608 Common Shares, including 3,125 Common Shares (held by a nominee) over which A.T. Holdings II has voting and investment power
|
|
|
|
|
|
|
ADC Products
|
|
4,773,122 Common Shares
|
|
|
|
ITEM 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
|
ITEM 7.
|
MATERIAL TO BE FILED AS EXHIBITS
|
|
|
|
Exhibit
|
|
Description
|
|
|
|
99.1
|
|
Form of Underwriting Agreement, by and among Morgan Stanley & Co. LLC, BofA Securities Inc., Cowen and Company, LLC, ADC Therapeutics SA, A.T. Holdings II Sàrl and
ADC Products Switzerland Sàrl (incorporated by reference to Exhibit 1.1 to the Issuer’s Form F-1 filed with the SEC on September 21, 2020).
|
|
|
|
|
|
|
A.T. HOLDINGS II SÁRL
|
||
|
By:
|
|
/s/ Stephen Evans-Freke
|
|
Name:
|
|
Stephen Evans-Freke
|
|
Title:
|
|
Managing Director
|
|
|
|
|
|
By:
|
|
/s/ Peter B. Corr
|
|
Name:
|
|
Peter B. Corr
|
|
Title:
|
|
Managing Director
|
|
C.T. PHINCO SÁRL
|
||
|
By:
|
|
/s/ Stephen Evans-Freke
|
|
Name:
|
|
Stephen Evans-Freke
|
|
Title:
|
|
Class A Manager
|
|
|
|
|
|
By:
|
|
/s/ Viktor Schuh
|
|
Name:
|
|
Viktor Schuh
|
|
Title:
|
|
Class B Manager
|
|
ADC PRODUCTS SWITZERLAND SÁRL
|
||
|
|
|
|
|
By:
|
|
/s/ Stephen Evans-Freke
|
|
Name:
|
|
Stephen Evans-Freke
|
|
Title:
|
|
Managing Director
|
|
By:
|
|
/s/ Peter B. Corr
|
|
Name:
|
|
Peter B. Corr
|
|
Title:
|
|
Managing Director
|
|
|
|
|
|
AUVEN THERAPEUTICS HOLDINGS L.P.
|
||
|
By:
By:
|
|
Auven Therapeutics General L.P., its general partner
Auven Therapeutics GP Ltd., its general partner
|
|
By:
|
|
/s/ Stephen Evans-Freke
|
|
Name:
|
|
Stephen Evans-Freke
|
|
Title:
|
|
Director
|
|
AUVEN THERAPEUTICS GENERAL L.P.
|
||
|
By:
|
|
Auven Therapeutics GP Ltd., its general partner
|
|
By:
|
|
/s/ Stephen Evans-Freke
|
|
Name:
|
|
Stephen Evans-Freke
|
|
Title:
|
|
Director
|
|
AUVEN THERAPEUTICS GP LTD.
|
||
|
|
|
|
|
By:
|
|
/s/ Stephen Evans-Freke
|
|
Name:
|
|
Stephen Evans-Freke
|
|
Title:
|
|
Director
|
|
|
|
|
|
By:
|
|
/s/ Stephen Evans-Freke
|
|
|
|
|
|
By:
|
|
/s/ Peter B. Corr
|