0001193125-21-030652.txt : 20210205 0001193125-21-030652.hdr.sgml : 20210205 20210205163152 ACCESSION NUMBER: 0001193125-21-030652 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210205 DATE AS OF CHANGE: 20210205 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Provention Bio, Inc. CENTRAL INDEX KEY: 0001695357 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90545 FILM NUMBER: 21596056 BUSINESS ADDRESS: STREET 1: 55 BROAD STREET, 2ND FLOOR CITY: RED BANK STATE: NJ ZIP: 07701 BUSINESS PHONE: 908-428-9136 MAIL ADDRESS: STREET 1: 55 BROAD STREET, 2ND FLOOR CITY: RED BANK STATE: NJ ZIP: 07701 FORMER COMPANY: FORMER CONFORMED NAME: Provention Inc. DATE OF NAME CHANGE: 20170120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMGEN INC CENTRAL INDEX KEY: 0000318154 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 953540776 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE AMGEN CENTER DRIVE CITY: THOUSAND OAKS STATE: CA ZIP: 91320 BUSINESS PHONE: (805)447-1000 MAIL ADDRESS: STREET 1: ONE AMGEN CENTER DRIVE CITY: THOUSAND OAKS STATE: CA ZIP: 91320 FORMER COMPANY: FORMER CONFORMED NAME: AMGEN DATE OF NAME CHANGE: 19870305 SC 13G/A 1 d112241dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Provention Bio, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

74374N 102

(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 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).

 

 

 

CUSIP No. 74374N 102

 

  1)    

  Names of reporting persons.

 

  AMGEN INC.

  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

 

  Delaware

Number of

shares

 beneficially 

owned by

each

reporting

person

with:

    5.     

  Sole voting power

 

  2,500,000

   6.   

  Shared voting power

 

  0

   7.   

  Sole dispositive power

 

  2,500,000

   8.   

  Shared dispositive power

 

  0

  9)    

  Aggregate amount beneficially owned by each reporting person

 

  2,500,000

10)  

  Check if the aggregate amount in Row (9) excludes certain shares (see instructions)  ☐

 

11)  

  Percent of class represented by amount in Item 9

 

  4.426%(1)

12)  

  Type of reporting person (see instructions)

 

  CO

 

(1)

Based on 56,487,891 shares of the Issuer’s common shares outstanding as of November 2, 2020 pursuant to the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2020.

CUSIP No. 74374N 102

ITEM 1.

(A) NAME OF ISSUER:

Provention Bio, Inc. (the “Issuer”)

(B) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICE:

55 Broad Street, 2nd Floor, Red Bank, New Jersey 07701

ITEM 2.

(A) NAME OF PERSON FILING:

Amgen Inc.

(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

One Amgen Center Drive, Thousand Oaks, California 91320-1799

(C) CITIZENSHIP:

Delaware, U.S.A.

(D) TITLE OF CLASS OF SECURITIES:

Common Stock, $0.0001 par value per share

(E) CUSIP NUMBER:

74374N 102

ITEM 3. STATEMENT FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B) OR (C)

Not applicable.

ITEM 4. OWNERSHIP.

(a), (b) and (c)—The information contained on the cover page to this Schedule 13G is incorporated herein by reference.

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 5 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. CERTIFICATION.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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 4, 2021

 

AMGEN INC.
By:   /s/ Peter H. Griffith
Name:   Peter H. Griffith
Title:   Executive Vice President and Chief Financial Officer