SEC Form SC 13D/A filed

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.

  Names of Reporting Persons.

  New Leaf Ventures III, L.P. (“NLV III”)

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Source of Funds (See Instructions)

  WC

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

Sole Voting Power

3,911,583 shares which includes (i) 1,071,688 ordinary shares held by NLV III and (ii) 2,839,895 shares issuable to NLV III on exchange of the Exchangeable Notes held by NLV III and exchangeable within 60 days of the date of the filing of this Amendment (as defined in Item 1 below), except that (a) New Leaf Venture Associates III, L.P. (“NLV Associates III”), the sole general partner of NLV III, may be deemed to have sole power to vote such shares, (b) New Leaf Venture Management III, L.L.C. (“NLV Management III”), the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to vote such shares, and (c) Ronald M. Hunt, a member of the Issuer’s board of directors (“Hunt”) and Vijay K. Lathi (“Lathi”), the managing directors of NLV Management III, may be deemed to have shared power to vote such shares.

Shared Voting Power

See response to row 7.

Sole Dispositive Power

3,911,583 shares, which includes (i) 1,071,688 ordinary shares held by NLV III and (ii) 2,839,895 shares issuable to NLV III on exchange of the Exchangeable Notes held by NLV III and exchangeable within 60 days of the date of the filing of this Amendment, except that (a) NLV Associates III, the sole general partner of NLV III, may be deemed to have sole power to dispose of such shares, (b) NLV Management III, the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to dispose of such shares, and (c) Hunt, a member of the Issuer’s board of directors and Lathi, the managing directors of NLV Management III, may be deemed to have shared power to dispose of such shares.

Shared Dispositive Power

See response to row 9.

  Aggregate Amount Beneficially Owned by Each Reporting Person

  3,911,583

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  3.3%(1)

  Type of Reporting Person (See Instructions)

  PN

Based on 118,772,414 ordinary shares of the Issuer, calculated as follows: (i) 115,932,519 of the Issuer’s ordinary shares outstanding as set forth in the Issuer’s Rule 424(b)(5) Prospectus filed with the United States Securities and Exchange Commission on February 5, 2021 (the “Prospectus”), assuming no exercise by the underwriters of their option to purchase an additional 5,217,391 of the Issuer’s ordinary shares, plus (ii) 2,839,895 shares issuable to NLV III on exchange of the Exchangeable Notes held by it and exchangeable as of the date of filing this Amendment or within 60 days thereafter.

  Names of Reporting Persons.

  New Leaf Biopharma Opportunities II, L.P. (“Biopharma II”)

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Source of Funds (See Instructions)

  WC

  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

Sole Voting Power

1,403,273 shares, which includes (i) 384,615 ordinary shares held by Biopharma II and (ii) 1,018,658 shares issuable to Biopharma II on exchange of the Exchangeable Notes held by Biopharma II and exchangeable within 60 days of the date of the filing of this Amendment, except that (a) New Leaf BPO Associates II, L.P. (“NLBA II”), the sole general partner of Biopharma II, may be deemed to have sole power to vote such shares, (b) New Leaf BPO Management II, L.L.C. (“NLB Management II”), the sole general partner of NLBA II and ultimate general partner of Biopharma II, may be deemed to have sole power to vote such shares, and (c) Hunt, a member of the Issuer’s board of directors, and Lathi, the managing directors of NLB Management II, may be deemed to have shared power to vote such shares.

Shared Voting Power

See response to Row 7.

Sole Dispositive Power

1,403,273 shares, which includes (i) 384,615 ordinary shares held by Biopharma II and (ii) 1,018,658 shares issuable to Biopharma II on exchange of the Exchangeable Notes held by Biopharma II and exchangeable within 60 days of the date of the filing of this Amendment, except that (a) NLBA II, the sole general partner of Biopharma II, may be deemed to have sole power to dispose of such shares, (b) NLB Management II, the sole general partner of NLBA II and ultimate general partner of Biopharma II, may be deemed to have sole power to dispose of such shares, and (c) Hunt, a member of the Issuer’s board of directors and Lathi, the managing directors of NLB Management II, may be deemed to have shared power to dispose of such shares.

Shared Dispositive Power

See response to row 9.

  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,403,273

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  1.2%(1)

  Type of Reporting Person (See Instructions)

  PN

Based on 116,951,177 ordinary shares of the Issuer, calculated as follows: (i) 115,932,519 of the Issuer’s ordinary shares outstanding as set forth in the Prospectus, assuming no exercise by the underwriters of their option to purchase an additional 5,217,391 of the Issuer’s ordinary shares, plus (ii) 1,018,658 shares issuable to Biopharma II on exchange of the Exchangeable Notes held by it and exchangeable as of the date of filing this Amendment or within 60 days thereafter.

  Names of Reporting Persons.

  New Leaf Venture Associates III, L.P.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Source of Funds (See Instructions)

  AF

  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

Sole Voting Power

3,911,583 shares which includes (i) 1,071,688 ordinary shares held by NLV III and (ii) 2,839,895 shares issuable to NLV III on exchange of the Exchangeable Notes held by NLV III and exchangeable within 60 days of the date of the filing of this Amendment, except that (a) NLV Associates III, the sole general partner of NLV III, may be deemed to have sole power to vote such shares, (b) NLV Management III, the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to vote such shares, and (c) Hunt, a member of the Issuer’s board of directors and Lathi, the managing directors of NLV Management III, may be deemed to have shared power to vote such shares.

Shared Voting Power

See response to Row 7.

Sole Dispositive Power

3,911,583 shares, which includes (i) 1,071,688 ordinary shares held by NLV III and (ii) 2,839,895 shares issuable to NLV III on exchange of the Exchangeable Notes held by NLV III and exchangeable within 60 days of the date of the filing of this Amendment, except that (a) NLV Associates III, the sole general partner of NLV III, may be deemed to have sole power to dispose of such shares, (b) NLV Management III, the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to dispose of such shares, and (c) Hunt, a member of the Issuer’s board of directors and Lathi, the managing directors of NLV Management III, may be deemed to have shared power to dispose of such shares.

Shared Dispositive Power

See response to row 9.

  Aggregate Amount Beneficially Owned by Each Reporting Person

  3,911,583

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  3.3%(1)

  Type of Reporting Person (See Instructions)

  PN

Based on 118,772,414 ordinary shares of the Issuer, calculated as follows: (i) 115,932,519 of the Issuer’s ordinary shares outstanding as set forth in the Prospectus, assuming no exercise by the underwriters of their option to purchase an additional 5,217,391 of the Issuer’s ordinary shares, plus (ii) 2,839,895 shares issuable to NLV III on exchange of the Exchangeable Notes held by it and exchangeable as of the date of filing this Amendment or within 60 days thereafter.

  Names of Reporting Persons.

  New Leaf BPO Associates II, L.P.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Source of Funds (See Instructions)

  AF

  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

Sole Voting Power

1,403,273 shares, which includes (i) 384,615 ordinary shares held by Biopharma II and (ii) 1,018,658 shares issuable to Biopharma II on exchange of the Exchangeable Notes held by Biopharma II and exchangeable within 60 days of the date of the filing of this Amendment, except that (a) NLBA II, the sole general partner of Biopharma II, may be deemed to have sole power to vote such shares, (b) NLB Management II, the sole general partner of NLBA II and ultimate general partner of Biopharma II, may be deemed to have sole power to vote such shares, and (c) Hunt, a member of the Issuer’s board of directors, and Lathi, the managing directors of NLB Management II, may be deemed to have shared power to vote such shares.

Shared Voting Power

See response to Row 7.

Sole Dispositive Power

1,403,273 shares, which includes (i) 384,615 ordinary shares held by Biopharma II and (ii) 1,018,658 shares issuable to Biopharma II on exchange of the Exchangeable Notes held by Biopharma II and exchangeable within 60 days of the date of the filing of this Amendment, except that (a) NLBA II, the sole general partner of Biopharma II, may be deemed to have sole power to dispose of such shares, (b) NLB Management II, the sole general partner of NLBA II and ultimate general partner of Biopharma II, may be deemed to have sole power to dispose of such shares, and (c) Hunt, a member of the Issuer’s board of directors and Lathi, the managing directors of NLB Management II, may be deemed to have shared power to dispose of such shares.

Shared Dispositive Power

See response to row 9.

  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,403,273

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  1.2%(1)

  Type of Reporting Person (See Instructions)

  PN

Based on 116,951,177 ordinary shares of the Issuer, calculated as follows: (i) 115,932,519 of the Issuer’s ordinary shares outstanding as set forth in the Prospectus, assuming no exercise by the underwriters of their option to purchase an additional 5,217,391 of the Issuer’s ordinary shares, plus (ii) 1,018,658 shares issuable to Biopharma II on exchange of the Exchangeable Notes held by it and exchangeable as of the date of filing this Amendment or within 60 days thereafter.

  Names of Reporting Persons.

  New Leaf Venture Management III, L.L.C.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Source of Funds (See Instructions)

  AF

  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

Sole Voting Power

3,911,583 shares which includes (i) 1,071,688 ordinary shares held by NLV III and (ii) 2,839,895 shares issuable to NLV III on exchange of the Exchangeable Notes held by NLV III and exchangeable within 60 days of the date of the filing of this Amendment, except that (a) NLV Associates III, the sole general partner of NLV III, may be deemed to have sole power to vote of such shares owned by NLV III, (b) NLV Management III, as the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to vote all of the shares directly owned by NLV III, and (c) Hunt, a member of the Issuer’s board of directors and Lathi, the managing directors of NLV Management III, may be deemed to have shared power to vote all of such shares.

Shared Voting Power

See response to row 7.

Sole Dispositive Power

3,911,583 shares which includes (i) 1,071,688 ordinary shares held by NLV III and (ii) 2,839,895 shares issuable to NLV III on exchange of the Exchangeable Notes held by NLV III and exchangeable within 60 days of the date of the filing of this Amendment, except that (a) NLV Associates III, the sole general partner of NLV III, may be deemed to have sole power to dispose of such shares owned by NLV III, (b) NLV Management III, as the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to dispose of all of the shares directly owned by NLV III, and (c) Hunt, a member of the Issuer’s board of directors and Lathi, the managing directors of NLV Management III, may be deemed to have shared power to dispose of all of such shares.

Shared Dispositive Power

See response to row 9.

  Aggregate Amount Beneficially Owned by Each Reporting Person

  3,911,583

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  3.3%(1)

  Type of Reporting Person (See Instructions)

  OO

Based on 118,772,414 ordinary shares of the Issuer, calculated as follows: (i) 115,932,519 of the Issuer’s ordinary shares outstanding as set forth in the Prospectus, assuming no exercise by the underwriters of their option to purchase an additional 5,217,391 of the Issuer’s ordinary shares, plus (ii) 2,839,895 shares issuable to NLV III on exchange of the Exchangeable Notes held by it and exchangeable as of the date of filing this Amendment or within 60 days thereafter.

  Names of Reporting Persons.

  New Leaf BPO Management II, L.L.C.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Source of Funds (See Instructions)

  AF

  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

Sole Voting Power

1,403,273 shares, which includes (i) 384,615 ordinary shares held by Biopharma II and (ii) 1,018,658 shares issuable to Biopharma II on exchange of the Exchangeable Notes held by Biopharma II and exchangeable within 60 days of the date of the filing of this Amendment, except that (a) NLBA II, the sole general partner of Biopharma II, may be deemed to have sole power to vote such shares owned by Biopharma II, (b) NLB Management II, as the sole general partner of NLBA II and ultimate general partner of Biopharma II, may be deemed to have sole power to vote all of the shares directly owned by Biopharma II, and (c) Hunt, a member of the Issuer’s board of directors and Lathi, the managing directors of NLB Management II, may be deemed to have shared power to vote all of such shares.

Shared Voting Power

See response to row 7.

Sole Dispositive Power

1,403,273 shares, which includes (i) 384,615 ordinary shares held by Biopharma II and (ii) 1,018,658 shares issuable to Biopharma II on exchange of the Exchangeable Notes held by Biopharma II and exchangeable within 60 days of the date of the filing of this Amendment, except that (a) NLBA II, the sole general partner of Biopharma II, may be deemed to have sole power to dispose of such shares owned by Biopharma II, (c) NLB Management II, as the sole general partner of NLBA II and ultimate general partner of Biopharma II, may be deemed to have sole power to dispose of all of the shares directly owned by Biopharma II, and (d) Hunt, a member of the Issuer’s board of directors and Lathi, the managing directors of NLB Management II, may be deemed to have shared power to dispose of all of such shares.

Shared Dispositive Power

See response to row 9.

  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,403,273

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  1.2%(1)

  Type of Reporting Person (See Instructions)

  OO

Based on 116,951,177 ordinary shares of the Issuer, calculated as follows: (i) 115,932,519 of the Issuer’s ordinary shares outstanding as set forth in the Prospectus, assuming no exercise by the underwriters of their option to purchase an additional 5,217,391 of the Issuer’s ordinary shares, plus (ii) 1,018,658 shares issuable to Biopharma II on exchange of the Exchangeable Notes held by it and exchangeable as of the date of filing this Amendment or within 60 days thereafter.

  Names of Reporting Persons.

  Ronald M. Hunt

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Source of Funds (See Instructions)

  AF

  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  USA

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

Sole Voting Power

16,944 shares, which includes (i) 5,703 ordinary shares beneficially owned by Hunt and (ii) 11,241 ordinary shares underlying fully vested stock options owned directly by Hunt and exercisable within 60 days of the date of the filing of this Amendment.

Shared Voting Power

5,314,856 ordinary shares, of which (i) 1,071,688 shares are directly owned by NLV III, (ii) 2,839,895 shares issuable to NLV III on exchange of the Exchangeable Notes held by NLV III and exchangeable within 60 days of the date of the filing of this Amendment, (iii) 384,615 shares are directly owned by Biopharma II and (iv) 1,018,658 shares issuable to Biopharma II on exchange of the Exchangeable Notes held by Biopharma II and exchangeable within 60 days of the date of the filing of this Amendment, except that (a) NLBA II, the sole general partner of Biopharma II, may be deemed to have sole power to vote such shares owned by Biopharma II, (b) NLV Associates III, the sole general partner of NLV III, may be deemed to have sole power to vote such shares owned by NLV III, (c) NLB Management II, as the sole general partner of NLBA II and ultimate general partner of Biopharma II, may be deemed to have sole power to vote all of the shares directly owned by Biopharma II, (d) NLV Management III, as the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to vote all of the shares directly owned by NLV III, (e) Hunt, a member of the Issuer’s board of directors and Lathi, the managing directors of NLV Management III, may be deemed to have shared power to vote all of the shares owned by NLV III and (f) Hunt, a member of the Issuer’s board of directors and Lathi, the managing directors of NLB Management II, may be deemed to have shared power to vote all of the shares owned by BioPharma II.

Sole Dispositive Power

16,944 shares, which includes (i) 5,703 ordinary shares beneficially owned by Hunt and (ii) 11,241 ordinary shares underlying fully vested stock options owned directly by Hunt and exercisable within 60 days of the date of the filing of this Amendment.

Shared Dispositive Power

5,314,856 ordinary shares, of which (i) 1,071,688 shares are directly owned by NLV III, (ii) 2,839,895 shares issuable to NLV III on exchange of the Exchangeable Notes held by NLV III and exchangeable within 60 days of the date of the filing of this Amendment, (iii) 384,615 shares are directly owned by Biopharma II and (iv) 1,018,658 shares issuable to Biopharma II on exchange of the Exchangeable Notes held by Biopharma II and exchangeable within 60 days of the date of the filing of this Amendment, except that (a) NLBA II, the sole general partner of Biopharma II, may be deemed to have sole power to dispose of such shares owned by Biopharma II, (b) NLV Associates III, the sole general partner of NLV III, may be deemed to have sole power to dispose of such shares owned by NLV III, (c) NLB Management II, as the sole general partner of NLBA II and ultimate general partner of Biopharma II, may be deemed to have sole power to dispose of all of the shares directly owned by Biopharma II, (d) NLV Management III, as the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to dispose of all of the shares directly owned by NLV III, (e) Hunt, a member of the Issuer’s board of directors and Lathi, the managing directors of NLV Management III, may be deemed to have shared power to dispose of all of the shares owned by NLV III and (f) Hunt, a member of the Issuer’s board of directors and Lathi, the managing directors of NLB Management II, may be deemed to have shared power to dispose of all of the shares owned by BioPharma II.

  Aggregate Amount Beneficially Owned by Each Reporting Person

  5,331,800

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  4.5%(1)

  Type of Reporting Person (See Instructions)

  IN

Based on 119,802,313 ordinary shares of the Issuer, calculated as follows (i) 115,932,519 of the Issuer’s ordinary shares outstanding as set forth in the Prospectus, assuming no exercise by the underwriters of their option to purchase an additional 5,217,391 of the Issuer’s ordinary shares, (ii) 2,839,895 shares issuable to NLV III on exchange of the Exchangeable Notes held by it and exchangeable as of the date of filing this Amendment or within 60 days thereafter, (iii) 1,018,658 shares issuable to Biopharma II on exchange of the Exchangeable Notes held by it and exchangeable as of the date of filing this Amendment or within 60 days thereafter, plus (iv) 11,241 ordinary shares underlying fully vested stock options granted to Hunt in his capacity as a member of the Issuer’s board of directors.

  Names of Reporting Persons.

  Vijay K. Lathi

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Source of Funds (See Instructions)

  AF

  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  USA

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

5,314,856 ordinary shares, of which (i) 1,071,688 shares are directly owned by NLV III, (ii) 2,839,895 shares issuable to NLV III on exchange of the Exchangeable Notes held by NLV III and exchangeable within 60 days of the date of the filing of this Amendment, (iii) 384,615 shares are directly owned by Biopharma II and (iv) 1,018,658 shares issuable to Biopharma II on exchange of the Exchangeable Notes held by Biopharma II and exchangeable within 60 days of the date of the filing of this Amendment, except that (a) NLBA II, the sole general partner of Biopharma II, may be deemed to have sole power to vote such shares owned by Biopharma II, (b) NLV Associates III, the sole general partner of NLV III, may be deemed to have sole power to vote such shares owned by NLV III, (c) NLB Management II, as the sole general partner of NLBA II and ultimate general partner of Biopharma II, may be deemed to have sole power to vote all of the shares directly owned by Biopharma II, (d) NLV Management III, as the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to vote all of the shares directly owned by NLV III, (e) Hunt, a member of the Issuer’s board of directors and Lathi, the managing directors of NLV Management III, may be deemed to have shared power to vote all of the shares owned by NLV III and (f) Hunt, a member of the Issuer’s board of directors and Lathi, the managing directors of NLB Management II, may be deemed to have shared power to vote all of the shares owned by BioPharma II.

Sole Dispositive Power

0

Shared Dispositive Power

5,314,856 ordinary shares, of which (i) 1,071,688 shares are directly owned by NLV III, (ii) 2,839,895 shares issuable to NLV III on exchange of the Exchangeable Notes held by NLV III and exchangeable within 60 days of the date of the filing of this Amendment, (iii) 384,615 shares are directly owned by Biopharma II and (iv) 1,018,658 shares issuable to Biopharma II on exchange of the Exchangeable Notes held by Biopharma II and exchangeable within 60 days of the date of the filing of this Amendment, except that (a) NLBA II, the sole general partner of Biopharma II, may be deemed to have sole power to dispose of such shares owned by Biopharma II, (b) NLV Associates III, the sole general partner of NLV III, may be deemed to have sole power to dispose of such shares owned by NLV III, (c) NLB Management II, as the sole general partner of NLBA II and ultimate general partner of Biopharma II, may be deemed to have sole power to dispose of all of the shares directly owned by Biopharma II, (d) NLV Management III, as the sole general partner of NLV Associates III and ultimate general partner of NLV III, may be deemed to have sole power to dispose of all of the shares directly owned by NLV III, (e) Hunt, a member of the Issuer’s board of directors and Lathi, the managing directors of NLV Management III, may be deemed to have shared power to dispose of all of the shares owned by NLV III and (f) Hunt, a member of the Issuer’s board of directors and Lathi, the managing directors of NLB Management II, may be deemed to have shared power to dispose of all of the shares owned by BioPharma II.

  Aggregate Amount Beneficially Owned by Each Reporting Person

  5,314,856

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  4.4%(1)

  Type of Reporting Person (See Instructions)

  IN

Based on 119,791,072 ordinary shares of the Issuer, calculated as follows: (i) 115,932,519 of the Issuer’s ordinary shares outstanding as set forth in the Prospectus, assuming no exercise by the underwriters of their option to purchase an additional 5,217,391 of the Issuer’s ordinary shares, (ii) 2,839,895 shares issuable to NLV III on exchange of the Exchangeable Notes held by it and exchangeable as of the date of filing this Amendment or within 60 days thereafter, plus (iii) 1,018,658 shares issuable to Biopharma II on exchange of the Exchangeable Notes held by it and exchangeable as of the date of filing this Amendment or within 60 days thereafter.

/s/ Craig Slutzkin

Name:

Craig Slutzkin

Attorney-in-Fact

This Schedule 13D was executed pursuant to a Power of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.