Item 1. Security and Issuer
Item 1 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
Reference is made to the statement on Schedule 13D jointly filed with the Securities and Exchange Commission (the Commission) by RP Management, LLC
(RP Management), RPI Finance Trust (RPIFT), and Pablo G. Legorreta (collectively, the Reporting Persons) with respect to the Common Stock, $0.0001 par value (the Common Stock) of Epizyme, Inc., a
Delaware corporation (the Issuer) on November 18, 2019, as amended on February 21, 2021 and February 1, 2022 (the Schedule 13D). Except as expressly provided herein, this Amendment No. 3 to Schedule 13D
(Amendment No. 3) does not modify any of the information previously reported in the Original Schedule 13D. The principal executive offices of the Issuer are located at 400 Technology Square, Cambridge, MA 02139. Capitalized terms
used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Schedule 13D.
Item 3. Source and Amount of
Funds or Other Consideration
Item 3 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
On November 6, 2019, RPIFT acquired 6,666,667 shares of Common Stock (the Shares) and a three-year warrant to purchase 2,500,000 shares of
Common Stock (the Warrant and together with the Shares, the Securities) in a private placement pursuant to that certain Purchase Agreement, dated November 4, 2019, by and between RPIFT and the Issuer (the Purchase
Agreement). The aggregate purchase price paid by RPIFT to the Issuer for the Securities and other assets acquired pursuant to the Purchase Agreement was $100,000,000. The source of funds for the purchase of the Securities was the working
capital of RPIFT. Additionally, pursuant to the Purchase Agreement, the Issuer had the option to sell an additional $50 million of Common Stock to Royalty Pharma until May 6, 2021 at a maximum price of $20.00 per share, provided that the ten-day volume-weighted average trading price of the Common Stock for the ten consecutive trading days immediately preceding the date on which the Issuer exercises such right must be greater than $8.00 per share.
The Issuer exercised this option on December 30, 2019 and on February 11, 2020, the Issuer issued and sold to RPIFT 2,500,000 shares of Common Stock (the Put Shares) at a price of $20.00 per share. The source of funds for the
purchase of the Put Shares was the working capital of RPIFT.
On January 31, 2021, RPI 2019 ICAV acquired an additional 22,666,667 shares of common
stock (the Public Offering Shares) from the underwriter in an underwritten public offering conducted by the Issuer that closed on January 31, 2022 (the Public Offering). The source of funds for the purchase of the Public
Offering Shares was the working capital of RPI 2019 ICAV.
On November 6, 2019, Mr. Legorreta was granted an option to purchase 34,408 shares of
the Issuers common stock, in connection with Mr. Legorretas election to the board of directors of the Issuer. This option vested as to 25% on November 6, 2020 and continues to vest as to an additional 2.0833% of the shares at
the end of each successive month following November 6, 2020 until the fourth anniversary of the grant date.
On May 29, 2020, Mr. Legorreta
was granted an option to purchase 14,103 shares of the Issuers common stock, in connection with Mr. Legorretas continued service on the board of directors of the Issuer. Such option vested in full on May 29, 2021.
On June 11, 2021, Mr. Legorreta was granted (i) an option to purchase 40,559 shares of the Issuers common stock and (ii) an award of
8,060 restricted stock units, each representing a contingent right to receive one share of the Issuers common stock upon vesting and settlement, in each case in connection with Mr. Legorretas continued service on the board of
directors of the Issuer. Such awards vested in full on May 17, 2022.
On May 17, 2022, Mr. Legorreta was granted (i) an option to
purchase 41,006 shares of the Issuers common stock (together with the options described in the foregoing paragraphs, the Director Options) and (ii) an award of 8,994 restricted stock units, each representing a contingent right
to receive one share of the Issuers common stock upon vesting and settlement (together with the RSUs described in the foregoing paragraphs, the Director RSUs), in each case in connection with Mr. Legorretas continued
service on the board of directors of the Issuer. Such awards are scheduled to vest in full on May 17, 2023 or, if earlier, immediately prior to the first annual meeting of stockholders occurring after the grant date, subject to
Mr. Legorretas continued service as a director. In the event of a change in control of the Issuer, the option will vest in full.