SEC Form 3: New insider Takeda Pharmaceutical Co Ltd claimed ownership of 840,500 shares (Amendment)
$TAK
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/03/2022 |
3. Issuer Name and Ticker or Trading Symbol
HilleVax, Inc. [ HLVX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 04/29/2022 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 840,500 | I | See Explanation of Responses(1) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrant (Right to Buy) | 05/03/2022 | 07/02/2031 | Common Stock | 5,883,500 | 0.0001(2) | I | See Explanation of Responses(1) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Takeda Pharmaceutical Company Limited's beneficial ownership of the reported securities is comprised of 840,500 shares of Common Stock and a Warrant to purchase 5,883,500 shares of Common Stock; each held by Takeda Vaccines, Inc., an indirect wholly-owned subsidiary of Takeda Pharmaceutical Company Limited. Takeda Vaccines, Inc. is owned directly by Takeda Pharmaceuticals U.S.A., Inc., which is owned directly by both Takeda Pharmaceutical Company Limited (72.70%) and Takeda Pharmaceuticals International AG (27.30%). Takeda Pharmaceuticals International AG is a wholly-owned direct subsidiary of Takeda Pharmaceutical Company Limited. |
| 2. Exercise price is $0.0000595 following April 22, 2022 1.681-for-1 forward stock split of the Issuer's common stock. |
| Remarks: |
| This amendment is being filed to correct the reporting person's initial Form 3 filed on April 29, 2022 to reflect (a) a 1.681-for-1 forward stock split of the Issuer's common stock effected on April 22, 2022 which resulted in (i) an increase in the reporting persons ownership of (x) common stock from 500,000 to 840,500 and (y) warrants from 3,500,000 to 5,883,500 and (ii) the exercise price of the warrants changing from $0.0001 to $0.0000595 and (b) a correction to the date on which the Warrant is exercisable, from April 28, 2022 to May 3, 2022, the latter reflecting the date on which the Issuer's initial public offering was consummated and the date on which the Warrant to purchase 5,883,500 shares of Common Stock became exercisable. |
| /s/ Yoshihiro Nakagawa, Global General Counsel of Takeda Pharmaceutical Company Limited | 05/09/2022 | |
| /s/ Michael Martin, Authorized Signatory, Takeda Vaccines, Inc. | 05/09/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||