SEC Form SC 13D filed by Hutchison China MediTech Limited

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 

(Amendment No.      )*

Epizyme, Inc. 

(Name of Issuer)

Common Stock, par value $0.0001 per share 

(Title of Class of Securities)

29428V 104 

(CUSIP Number)

Christian Hogg 

c/o Hutchison China MediTech Investment Limited

Vistra Corporate Services Centre

Wickhams Cay II, Road Town

Tortola, VG1110

British Virgin Islands

c/o HUTCHMED (China) Limited 

Level 18, The Metropolis Tower 

10 Metropolis Drive 

Hunghom, Kowloon 

Hong Kong 

Telephone: +852 2121 8200 

(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 7, 2021 

(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 which 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).

(1) Represents the 5,653,000 shares issuable upon exercise of the Warrant to purchase Common Stock.

(2) Calculated based upon an aggregate of 102,249,517 shares of Common Stock reported to be outstanding as of August 4, 2021 in Form 10-Q of the Issuer submitted to the Securities and Exchange Commission on August 9, 2021, and giving effect to the exercise in full of the Warrant.

(1) Represents the 5,653,000 shares issuable to Hutchison China MediTech Investment Limited upon exercise of the Warrant to purchase Common Stock.

(2) Calculated based upon an aggregate of 102,249,517 shares of Common Stock reported to be outstanding as of August 4, 2021 in Form 10-Q of the Issuer submitted to the Securities and Exchange Commission on August 9, 2021, and giving effect to the exercise in full of the Warrant.

This Schedule 13D relates to the shares of common stock, par value $0.0001 per share (the “Common Stock”), of Epizyme, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 400 Technology Square, 4th Floor, Cambridge, Massachusetts 02139.

(a) This Schedule 13D is being filed on behalf of Hutchison China MediTech Investment Limited, a company incorporated in the British Virgin Islands, and HUTCHMED (China) Limited, a company incorporated in the Cayman Islands with limited liability (each a “Reporting Person” and collectively, the “Reporting Persons”). Hutchison China MediTech Investment Limited is a direct wholly-owned subsidiary of HUTCHMED (China) Limited.

(b) The principal address of Hutchison China MediTech Investment Limited and HUTCHMED (China) Limited is Level 18, The Metropolis Tower, 10 Metropolis Drive, Hunghom, Kowloon, Hong Kong.

(c) The Reporting Persons’ principal business is the discovery, development and commercialization of targeted therapies and immunotherapies for the treatment of patients with cancer and immunological diseases. The name and principal occupation of each director and executive officer of the Reporting Persons is set forth in Schedule A hereto.

(d)-(e) During the last five years, none of the Reporting Persons or any of the individuals named in this Item 2 has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Hutchison China MediTech Investment Limited and HUTCHMED (China) Limited are organized under the laws of the British Virgin Islands and Cayman Islands, respectively. The citizenship of each director and executive officer of the Reporting Persons is set forth in Schedule A hereto.

On August 7, 2021, in connection with a license agreement (the “License Agreement”) entered into by the Issuer and Hutchison China MediTech Investment Limited to develop, manufacture and commercialize the Issuer’s drug tazemetostat in China, the Issuer issued to Hutchison China MediTech Investment Limited a warrant to purchase up to 5,653,000 shares of Common Stock at an exercise price of $11.50 per share (the “Warrant”). The Warrant became exercisable on August 7, 2021 and expires on August 7, 2025, subject to its earlier termination in accordance with the License Agreement. The Issuer has agreed to file a registration statement registering for resale the shares of the Common Stock issuable upon exercise of the Warrant. The Warrant is attached as Exhibit 99.1 to this Schedule 13D, and any description thereof is qualified in its entirety by reference thereto.

Hutchison China MediTech Investment Limited or its affiliate will make an upfront payment of $25.0 million to the Issuer in consideration of the rights granted pursuant to the License Agreement. The Warrant is being held for general investment purposes.

The Reporting Persons do not presently have any other plans or proposals which would result in: (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, of the Issuer or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iii) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (iv) any material change in the present capitalization or dividend policy of the Issuer; (v) any other material change in the Issuer's business or corporate structure; (vi) any changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (vii) causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (viii) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (ix) any action similar to any of those enumerated above.

(a)-(b) The information required by Items 5(a) and 5(b) is set forth in Rows 7-13 of the cover page for each of the Reporting Persons and is incorporated herein by reference. As a result of its ownership of Hutchison China MediTech Investment Limited, HUTCHMED (China) Limited may be deemed to control Hutchison China MediTech Investment Limited and may be deemed to share beneficial ownership and voting and dispositive power over the 5,653,000 shares of Common Stock issuable to Hutchison China MediTech Investment Limited upon the full exercise of the Warrant.

(c) Not applicable.

(d) Not applicable.

(e) Not applicable.

The information provided and incorporated by reference in Items 3, 4 and 5 is hereby incorporated by this reference.

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13D as Exhibit 99.2.

Other than as described in this Schedule 13D, to the best of each of the Reporting Person’s knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

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.

Date: August 16, 2021

Schedule A

Set forth below are the name, current principal occupation, citizenship and business address of each member of management of HUTCHMED (China) Limited and Hutchison China MediTech Investment Limited.

HUTCHMED (China) Limited

Hutchison China MediTech Investment Limited