SEC Form SC 13D/A filed by Celyad Oncology SA (Amendment)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Celyad Oncology SA
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(Name of Issuer)
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Ordinary shares, no nominal value per share
(Title of Class of Securities)
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151205200**
(CUSIP Number)
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David N. Brooks
Fortress Investment Group LLC
1345 Avenue of the Americas, 46th Floor
New York, NY 10105
(212) 798-6100
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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September 4, 2023
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(Date of Event which Requires Filing of this Statement)
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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: ☐
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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
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* |
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.
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** |
This CUSIP number applies to the Issuer’s American Depositary Shares, evidenced by American Depositary Receipts, each representing one ordinary share of the Issuer.
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1
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NAMES OF REPORTING PERSONS
CFIP CLYD (UK) Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
7,954,808
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
7,954,808
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,954,808
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.99%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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1
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NAMES OF REPORTING PERSONS
CFIP CLYD LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
7,954,808
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
7,954,808
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,954,808
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.99%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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1
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NAMES OF REPORTING PERSONS
FIP II UB Investments LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
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SHARED VOTING POWER
7,954,808
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
7,954,808
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,954,808
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12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.99%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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1
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NAMES OF REPORTING PERSONS
FIP Fund II GP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
7,954,808
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
7,954,808
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,954,808
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||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.99%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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1
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NAMES OF REPORTING PERSONS
Hybrid GP Holdings LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
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SHARED VOTING POWER
7,954,808
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
7,954,808
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,954,808
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||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.99%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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1
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NAMES OF REPORTING PERSONS
FIG LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
|
SOURCE OF FUNDS
AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
7,954,808
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||
9
|
SOLE DISPOSITIVE POWER
0
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||
10
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SHARED DISPOSITIVE POWER
7,954,808
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||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,954,808
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||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.99%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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1
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NAMES OF REPORTING PERSONS
Fortress Operating Entity I LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
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SHARED VOTING POWER
7,954,808
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||
9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
7,954,808
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11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,954,808
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||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.99%
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||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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1
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NAMES OF REPORTING PERSONS
FIG Corp.
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
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||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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||
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
7,954,808
|
||
9
|
SOLE DISPOSITIVE POWER
0
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||
10
|
SHARED DISPOSITIVE POWER
7,954,808
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,954,808
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.99%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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1
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NAMES OF REPORTING PERSONS
Fortress Investment Group LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
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||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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||
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
7,954,808
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||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
7,954,808
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,954,808
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.99%
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||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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(i) |
CFIP CLYD (UK) Limited (“CFIP UK”), a United Kingdom limited liability company and a wholly-owned subsidiary of CFIP, directly holds 7,954,808
Ordinary Shares.
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(ii) |
CFIP CLYD LLC, a Delaware limited liability company (“CFIP”), is the parent of CFIP UK.
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(iii) |
FIP II UB Investments LP, a Delaware limited partnership (“FIP II”), holds 50% of the membership interests in CFIP.
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(iv) |
FIP Fund II GP LLC, a Delaware limited liability company (“FIP II GP”), is the general partner of FIP II.
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(v) |
Hybrid GP Holdings LLC, a Delaware limited liability company (“Hybrid GP”), is the parent of FIP II GP and indirectly controls the general partners of certain investment funds that hold membership interests in CFIP.
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(vi) |
FIG LLC, a Delaware limited liability company (“FIG LLC”), indirectly controls the investment advisers to certain investment funds that hold
membership interests in CFIP.
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(vii) |
Fortress Operating Entity I LP, a Delaware limited partnership (“FOE I”), is (i) the sole owner of FIG LLC and (ii) the managing member of, and holds the majority of equity
interest in, Hybrid GP.
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(viii) |
FIG Corp., a Delaware corporation (“FIG Corp.”), is the general partner of FOE I.
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(ix) |
Fortress Investment Group LLC, a Delaware limited liability company (“Fortress”), is the sole owner of FIG Corp.
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(i) |
Amount Beneficially Owned: See Item 11 of each of the cover pages.
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(ii) |
Percent of Class: See Item 13 of each of the cover pages.
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(iii) |
Number of Shares as to which such person has:
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a. |
Sole power to vote or direct the vote: See Item 7 of each of the cover pages.
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b. |
Shared power to vote or direct the vote: See Item 8 of each of the cover pages.
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c. |
Sole power to dispose or direct the disposition: See Item 9 of each of the cover pages.
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d. |
Shared power to dispose or direct the disposition: See Item 10 of each of the cover pages.
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6 |
7 |
8 |
Dated: September 5, 2023
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CFIP CLYD (UK) Limited
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By:
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/s/ Nick Fegan
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Name:
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Nick Fegan
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Title:
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Director
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Dated: September 5, 2023
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CFIP CLYD LLC
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By:
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/s/ David N. Brooks
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Name:
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David N. Brooks
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Title:
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Secretary
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Dated: September 5, 2023
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FIP II UB INVESTMENTS LP
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By: FIP Fund II GP LLC, its general partner
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By:
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/s/ David N. Brooks
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Name:
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David N. Brooks
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Title:
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Secretary
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Dated: September 5, 2023
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FIP FUND II GP LLC
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By:
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/s/ David N. Brooks
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Name:
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David N. Brooks
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Title:
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Secretary
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Dated: September 5, 2023
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HYBRID GP HOLDINGS LLC
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By:
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/s/ David N. Brooks
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Name:
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David N. Brooks
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Title:
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Secretary
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Dated: September 5, 2023
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FIG LLC
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By:
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/s/ David N. Brooks
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Name:
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David N. Brooks
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Title:
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Secretary
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Dated: September 5, 2023
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FORTRESS OPERATING ENTITY I LP
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By: FIG Corp. its General Partner
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By:
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/s/ David N. Brooks
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Name:
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David N. Brooks
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Title:
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Secretary
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Dated: September 5, 2023
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FIG CORP.
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By:
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/s/ David N. Brooks
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Name:
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David N. Brooks
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Title:
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Secretary
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Dated: September 5, 2023
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FORTRESS INVESTMENT GROUP LLC
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By:
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/s/ David N. Brooks
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Name:
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David N. Brooks
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Title:
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Secretary
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Name:
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Position/Title:
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Nick Fegan (citizen of the United Kingdom)
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Director
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Christopher LiPuma
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Director
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Rohan Singhal (citizen of the United Kingdom)
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Director
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Name:
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Position/Title:
|
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Constantine M. Dakolias
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Managing Partner
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Joshua Pack
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Managing Partner
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Andrew McKnight
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Managing Partner
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Marc K. Furstein
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President
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Jason Meyer
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Chief Operating Officer
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Paul Lyons
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Chief Financial Officer
|
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Timothy Bailey
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Treasurer
|
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David N. Brooks
|
Secretary
|
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Alexander Gillette
|
Assistant Secretary
|
Name:
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FIP Fund II GP LLC
|
General Partner of FIP II UB Investments LP
|
Name:
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Position/Title:
|
|
Constantine M. Dakolias
|
Managing Partner
|
|
Joshua Pack
|
Managing Partner
|
|
Andrew McKnight
|
Managing Partner
|
|
Marc K. Furstein
|
President
|
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Jason Meyer
|
Chief Operating Officer
|
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Paul Lyons
|
Chief Financial Officer
|
|
Timothy Bailey
|
Treasurer
|
|
David N. Brooks
|
Secretary
|
|
Alexander Gillette
|
Assistant Secretary
|
Name:
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Position/Title:
|
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Peter L. Briger Jr.
|
Director and Chairman
|
Constantine M. Dakolias
|
Director and President
|
|
Marc K. Furstein
|
Director and Chief Operating Officer
|
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Daniel N. Bass
|
Director and Treasurer
|
|
David N. Brooks
|
Director and Secretary
|
Name:
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Position/Title:
|
|
Joshua Pack
|
Co-Chief Executive Officer
|
|
Andrew McKnight
|
Co-Chief Executive Officer
|
|
Wesley R. Edens
|
Principal, Co-Founder and Director
|
|
Peter L. Briger Jr.
|
Chairman and Principal
|
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Randal A. Nardone
|
Principal, Co-Founder and Director
|
|
David N. Brooks
|
Secretary, Vice President and General Counsel
|
|
Daniel N. Bass
|
Chief Financial Officer and Treasurer
|
Name:
|
||
FIG Corp.
|
General Partner of Fortress Operating Entity I LP
|
Name:
|
Position/Title:
|
|
Joshua Pack
|
Co-Chief Executive Officer
|
|
Andrew McKnight
|
Co-Chief Executive Officer
|
|
Wesley R. Edens
|
Principal, Co-Founder and Director
|
|
Peter L. Briger Jr.
|
Chairman and Principal
|
|
Randal A. Nardone
|
Principal, Co-Founder and Director
|
|
David N. Brooks
|
Secretary, Vice President and General Counsel
|
|
Daniel N. Bass
|
Chief Financial Officer and Treasurer
|
Name:
|
Position/Title:
|
|
Joshua Pack
|
Co-Chief Executive Officer
|
|
Andrew McKnight
|
Co-Chief Executive Officer
|
|
Wesley R. Edens
|
Director, Co-Founder and Principal
|
|
Peter L. Briger Jr.
|
Director, Chairman and Principal
|
|
Randal A. Nardone
|
Director, Co-Founder and Principal
|
|
David N. Brooks
|
Secretary, Vice President and General Counsel
|
|
Daniel N. Bass
|
Chief Financial Officer and Treasurer
|
|
George Wellde
|
Director
|
|
Michael Rantz
|
Director
|
|
Yoshimitsu Goto (citizen of Japan)
|
Director
|
Rajeev Misra (citizen of the United Kingdom)
|
Director
|
|
Jane Dietze
|
Director
|
|
Hani Barhoush
|
Director
|
|
Michael Morell
|
Director and Security Director
|
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Alex Clavel
|
Director
|