Amended Statement of Beneficial Ownership (sc 13d/a)
08 Juin 2020 - 10:05PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
PROTAGONIST
THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, $0.00001 par value per
share
(Title of Class of Securities)
74366E 102
(CUSIP Number)
S. Edward Torres
c/o LV Management Group, LLC
333 N. Alabama Street, Suite 350
Indianapolis, Indiana 46204
(317) 429-0140
(Name, Address and Telephone Number of
Person Authorized to
Receive Notices and Communications)
May 11, 2020
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties
to whom copies are to be sent.
|
*
|
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).
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CUSIP 74366E 102
|
Page 2 of 10
|
|
1
|
|
NAMES OF REPORTING PERSONS:
Lilly Ventures Fund I, LLC
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) ý1 (b) ¨
|
|
3
|
|
SEC USE ONLY:
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
WC
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
¨
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
|
|
7
|
|
SOLE VOTING POWER:
0
|
|
|
8
|
|
SHARED VOTING POWER:
1,559,0602
|
|
|
9
|
|
SOLE DISPOSITIVE POWER:
0
|
|
|
10
|
|
SHARED DISPOSITIVE POWER:
1,559,0602
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,559,0602
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS):
¨
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.5%3
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO
|
|
|
1
|
Lilly Ventures Fund I, LLC (“LVF1”), LV Management Group, LLC (“LV Management”),
S. Edward Torres, Steven E. Hall, Ph.D. and Armen B. Shanafelt, Ph.D. (collectively, the “Reporting Persons”) may be
considered members of a group for purposes of this Schedule 13D.
|
|
|
2
|
As described in Item 5 below, the Reporting Persons beneficially own 1,559,060 shares of the Issuer’s
Common Stock. All of these shares are held by LVF1. LV Management is the management company for LVF1 and has voting and dispositive
power over the shares held by LVF1. LV Management’s voting and dispositive decisions with respect to the shares held by LVF1
are made by LV Management’s management committee, which consists of Mr. Torres and Drs. Hall and Shanafelt. As such, each
of the Reporting Persons share voting and dispositive power with respect to the shares held by LVF1.
|
|
|
3
|
This percentage is calculated based upon 34,434,705 outstanding shares of Common Stock of the Issuer,
as reported in the Issuer’s final prospectus dated May 11, 2020 and filed with the Securities and Exchange Commission on
May 13, 2020.
|
|
CUSIP 74366E 102
|
Page
3 of 10
|
|
1
|
|
NAMES OF REPORTING PERSONS:
LV Management Group, LLC
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) ý1 (b) ¨
|
|
3
|
|
SEC USE ONLY:
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
AF
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
¨
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
|
|
7
|
|
SOLE VOTING POWER:
0
|
|
|
8
|
|
SHARED VOTING POWER:
1,559,0602
|
|
|
9
|
|
SOLE DISPOSITIVE POWER:
0
|
|
|
10
|
|
SHARED DISPOSITIVE POWER:
1,559,0602
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,559,0602
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS):
¨
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.5%3
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO
|
|
|
1
|
Lilly Ventures Fund I, LLC (“LVF1”), LV Management Group, LLC (“LV Management”),
S. Edward Torres, Steven E. Hall, Ph.D. and Armen B. Shanafelt, Ph.D. (collectively, the “Reporting Persons”) may be
considered members of a group for purposes of this Schedule 13D.
|
|
|
2
|
As described in Item 5 below, the Reporting Persons beneficially own 1,559,060 shares of the Issuer’s
Common Stock. All of these shares are held by LVF1. LV Management is the management company for LVF1 and has voting and dispositive
power over the shares held by LVF1. LV Management’s voting and dispositive decisions with respect to the shares held by LVF1
are made by LV Management’s management committee, which consists of Mr. Torres and Drs. Hall and Shanafelt. As such, each
of the Reporting Persons share voting and dispositive power with respect to the shares held by LVF1.
|
|
|
3
|
This percentage is calculated based upon 34,434,705 outstanding shares of Common Stock of the Issuer,
as reported in the Issuer’s final prospectus dated May 11, 2020 and filed with the Securities and Exchange Commission on
May 13, 2020.
|
|
CUSIP 74366E 102
|
Page 4 of 10
|
|
1
|
|
NAMES OF REPORTING PERSONS:
S. Edward Torres
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) ý1 (b) ¨
|
|
3
|
|
SEC USE ONLY:
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
AF
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
¨
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
|
|
7
|
|
SOLE VOTING POWER:
0
|
|
|
8
|
|
SHARED VOTING POWER:
1,559,0602
|
|
|
9
|
|
SOLE DISPOSITIVE POWER:
0
|
|
|
10
|
|
SHARED DISPOSITIVE POWER:
1,559,0602
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,559,0602
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS):
¨
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.5%3
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
|
|
|
1
|
Lilly Ventures Fund I, LLC (“LVF1”), LV Management Group, LLC (“LV Management”),
S. Edward Torres, Steven E. Hall, Ph.D. and Armen B. Shanafelt, Ph.D. (collectively, the “Reporting Persons”) may be
considered members of a group for purposes of this Schedule 13D.
|
|
|
2
|
As described in Item 5 below, the Reporting Persons beneficially own 1,559,060 shares of the Issuer’s
Common Stock. All of these shares are held by LVF1. LV Management is the management company for LVF1 and has voting and dispositive
power over the shares held by LVF1. LV Management’s voting and dispositive decisions with respect to the shares held by LVF1
are made by LV Management’s management committee, which consists of Mr. Torres and Drs. Hall and Shanafelt. As such, each
of the Reporting Persons share voting and dispositive power with respect to the shares held by LVF1.
|
|
|
3
|
This percentage is calculated based upon 34,434,705 outstanding shares of Common Stock of the Issuer,
as reported in the Issuer’s final prospectus dated May 11, 2020 and filed with the Securities and Exchange Commission on
May 13, 2020.
|
|
CUSIP 74366E 102
|
Page
5 of 10
|
|
1
|
|
NAMES OF REPORTING PERSONS:
Steven E. Hall, Ph.D.
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) ý1 (b) ¨
|
|
3
|
|
SEC USE ONLY:
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
AF
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
¨
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
|
|
7
|
|
SOLE VOTING POWER:
0
|
|
|
8
|
|
SHARED VOTING POWER:
1,559,0602
|
|
|
9
|
|
SOLE DISPOSITIVE POWER:
0
|
|
|
10
|
|
SHARED DISPOSITIVE POWER:
1,559,0602
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,559,0602
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS):
¨
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.5%3
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
|
|
|
1
|
Lilly Ventures Fund I, LLC (“LVF1”), LV Management Group, LLC (“LV Management”),
S. Edward Torres, Steven E. Hall, Ph.D. and Armen B. Shanafelt, Ph.D. (collectively, the “Reporting Persons”) may be
considered members of a group for purposes of this Schedule 13D.
|
|
|
2
|
As described in Item 5 below, the Reporting Persons beneficially own 1,559,060 shares of the Issuer’s
Common Stock. All of these shares are held by LVF1. LV Management is the management company for LVF1 and has voting and dispositive
power over the shares held by LVF1. LV Management’s voting and dispositive decisions with respect to the shares held by LVF1
are made by LV Management’s management committee, which consists of Mr. Torres and Drs. Hall and Shanafelt. As such, each
of the Reporting Persons share voting and dispositive power with respect to the shares held by LVF1.
|
|
|
3
|
This percentage is calculated based upon 34,434,705 outstanding shares of Common Stock of the Issuer,
as reported in the Issuer’s final prospectus dated May 11, 2020 and filed with the Securities and Exchange Commission on
May 13, 2020.
|
|
CUSIP 74366E 102
|
Page
6 of 10
|
|
1
|
|
NAMES OF REPORTING PERSONS:
Armen B. Shanafelt, Ph.D.
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) ý1 (b) ¨
|
|
3
|
|
SEC USE ONLY:
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
AF
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
¨
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
|
|
7
|
|
SOLE VOTING POWER:
0
|
|
|
8
|
|
SHARED VOTING POWER:
1,559,0602
|
|
|
9
|
|
SOLE DISPOSITIVE POWER:
0
|
|
|
10
|
|
SHARED DISPOSITIVE POWER:
1,559,0602
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,559,0602
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS):
¨
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.5%3
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
|
|
|
1
|
Lilly Ventures Fund I, LLC (“LVF1”), LV Management Group, LLC (“LV Management”),
S. Edward Torres, Steven E. Hall, Ph.D. and Armen B. Shanafelt, Ph.D. (collectively, the “Reporting Persons”) may be
considered members of a group for purposes of this Schedule 13D.
|
|
|
2
|
As described in Item 5 below, the Reporting Persons beneficially own 1,559,060 shares of the Issuer’s
Common Stock. All of these shares are held by LVF1. LV Management is the management company for LVF1 and has voting and dispositive
power over the shares held by LVF1. LV Management’s voting and dispositive decisions with respect to the shares held by LVF1
are made by LV Management’s management committee, which consists of Mr. Torres and Drs. Hall and Shanafelt. As such, each
of the Reporting Persons share voting and dispositive power with respect to the shares held by LVF1.
|
|
|
3
|
This percentage is calculated based upon 34,434,705 outstanding shares of Common Stock of the Issuer,
as reported in the Issuer’s final prospectus dated May 11, 2020 and filed with the Securities and Exchange Commission on
May 13, 2020.
|
|
CUSIP 74366E 102
|
Page
7 of 10
|
INTRODUCTION
This Amendment No. 1 to Schedule 13D (“Amendment
No. 1”) is being filed as an amendment to the initial statement on Schedule 13D relating to the Common Stock, par value $0.00001
per share (the “Common Stock”), of Protagonist Therapeutics, Inc. (the “Issuer”), as filed with the Securities
and Exchange Commission (the “SEC”) on August 26, 2016 (the “Original Schedule 13D”). This Amendment No.
1 is being filed by Lilly Ventures Fund I, LLC, LV Management Group, LLC, S. Edward Torres, Steven E. Hall, Ph.D. and Armen B.
Shanafelt, Ph.D. to report the open market sales of shares of Common Stock, as described in Item 3 below.
Items 2(b), 4 and 5 of the Original Schedule
13D are hereby amended and supplemented to the extent hereinafter expressly set forth and, except as amended and supplemented
hereby, the Original Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment No. 1 but not
defined herein shall have the meanings ascribed thereto in the Original Schedule 13D.
|
|
ITEM 2.
|
IDENTITY AND BACKGROUND
|
|
|
(b)
|
The address of the principal place of business of each of the Reporting Persons is c/o LV Management
Group, LLC, 333 N. Alabama Street, Suite 350, Indianapolis, Indiana 46204.
|
|
|
ITEM 4.
|
PURPOSE OF TRANSACTION
|
Item 4 of the Original Schedule 13D
is hereby amended and supplemented by adding the following paragraph at the end of Item 4:
LVF1 sold an aggregate of 540,422
shares of Common Stock in open market transactions from May 11, 2020 through May 14, 2020 for an approximate aggregate proceeds
of $8.1 million.
|
|
ITEM 5.
|
INTEREST IN SECURITIES OF THE ISSUER
|
|
|
(a)
|
As of the date hereof, LVF1 is the record owner of 1,559,060 shares of Common Stock. LV Management
is the management company for LVF1 and has voting and dispositive power over the shares held by LVF1. As such, LV Management may
be deemed to beneficially own the shares held by LVF1. LV Management’s voting and dispositive decisions with respect to the
shares held by LVF1 are made by LV Management’s management committee, which consists of Mr. Torres and Drs. Hall and Shanafelt,
each of which may be deemed to beneficially own the shares held by LVF1.
|
Each of the
Reporting Persons may be deemed to beneficially own 4.5% of the Issuer’s outstanding Common Stock, which percentage is calculated
based upon 34,434,705 outstanding shares of Common Stock, as reported in the Issuer’s final prospectus dated May 11, 2020
and filed with the Securities and Exchange Commission on May 13, 2020.
|
Reporting Person
|
Number of Shares
|
|
Power to Vote or Direct the Vote
|
Power to Dispose or Direct the Disposition
|
|
Sole
|
Shared
|
Sole
|
Shared
|
|
Lilly Ventures Fund I, LLC
|
0
|
1,559,060
|
0
|
1,559,060
|
|
LV Management Group, LLC
|
0
|
1,559,060
|
0
|
1,559,060
|
|
S. Edward Torres
|
0
|
1,559,060
|
0
|
1,559,060
|
|
Steven E. Hall, Ph.D.
|
0
|
1,559,060
|
0
|
1,559,060
|
|
Armen B. Shanafelt, Ph.D.
|
0
|
1,559,060
|
0
|
1,559,060
|
|
|
(c)
|
LVF1 sold the following shares of Common Stock in the open market in the sixty days preceding the
date of this filing:
|
|
Date
|
Price Range
|
Average Price
|
Shares Sold
|
|
05/11/2020
|
$14.05-$15.28
|
$14.6576
|
400,000
|
|
05/12/2020
|
$16.50-$17.09
|
$16.7670
|
40,422
|
|
05/13/2020
|
$16.00-$17.05
|
$16.1111
|
50,000
|
|
05/14/2020
|
$16.00-$16.10
|
$16.0030
|
50,000
|
|
|
|
TOTAL:
|
540,422
|
|
|
(d)
|
No other person is known by the Reporting Persons to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting
Persons.
|
|
|
(e)
|
The Reporting Persons ceased to beneficially own greater than 5% of the outstanding Common Stock
on May 14, 2020.
|
|
CUSIP 74366E 102
|
Page
8 of 10
|
SIGNATURES
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: June 8, 2020
LILLY VENTURES FUND I, LLC
By: LV Management Group, LLC
Name: S. Edward Torres
Title: Managing Director
LV MANAGEMENT GROUP, LLC
Name: S. Edward Torres
Title: Managing Director
S. Edward Torres
|
/s/ Steven E. Hall, Ph.D.
|
|
Steven E. Hall, Ph.D.
|
/s/ Armen B. Shanafelt, Ph.D.
|
|
Armen B. Shanafelt, Ph.D.
|
CUSIP 74366E 102
|
Page
9 of 10
|
SCHEDULE 1
MEMBERS:
Eli Lilly and Company
c/o LV Management Group, LLC
333 N. Alabama Street, Suite 350
Indianapolis, Indiana 46204
S. Edward Torres
c/o LV Management Group, LLC
333 N. Alabama Street, Suite 350
Indianapolis, Indiana 46204
Steven E. Hall, Ph.D.
c/o LV Management Group, LLC
333 N. Alabama Street, Suite 350
Indianapolis, Indiana 46204
Armen B. Shanafelt, Ph.D.
c/o LV Management Group, LLC
333 N. Alabama Street, Suite 350
Indianapolis, Indiana 46204
|
CUSIP 74366E 102
|
Page
10 of 10
|
EXHIBIT A
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated
pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13D is being filed
on behalf of each of the undersigned.
Dated: June 8, 2020
LILLY VENTURES FUND I, LLC
By: LV Management Group, LLC
Name: S. Edward Torres
Title: Managing Director
LV MANAGEMENT GROUP, LLC
Name: S. Edward Torres
Title: Managing Director
S. Edward Torres
|
/s/ Steven E. Hall, Ph.D.
|
|
Steven E. Hall, Ph.D.
|
/s/ Armen B. Shanafelt, Ph.D.
|
|
Armen B. Shanafelt, Ph.D.
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