SEC Form SC 13D/A filed by DICE Therapeutics Inc. (Amendment)
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
| SCHEDULE 13D/A |
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
DICE THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
23345J104
(CUSIP Number)
RA Capital Management, L.P.
200 Berkeley Street, 18th Floor
Boston, MA 02116
Attn: Peter Kolchinsky
Telephone: 617.778.2500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 9, 2023
(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 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. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 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, as amended (“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).
| CUSIP No. 23345J104 | |||||
| 1. |
Names of Reporting Persons. RA Capital Management, L.P. | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | ¨ | ||||
| 3. | SEC Use Only | ||||
| 4. | Source of Funds (See Instructions) AF | ||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
| 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 0 | ||||
| 9. | Sole Dispositive Power 0 | ||||
| 10. | Shared Dispositive Power 0 | ||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | ||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||||
| 13. | Percent of Class Represented by Amount in Row (11) 0% | ||||
| 14. | Type of Reporting Person (See Instructions) IA, PN | ||||
| CUSIP No. 23345J104 | |||||
| 1. |
Names of Reporting Persons. Peter Kolchinsky | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | ¨ | ||||
| 3. | SEC Use Only | ||||
| 4. | Source of Funds (See Instructions) AF | ||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
| 6. | Citizenship or Place of Organization United States | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 0 | |||
| 8. | Shared Voting Power 0 | ||||
| 9. | Sole Dispositive Power 0 | ||||
| 10. | Shared Dispositive Power 0 | ||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | ||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||||
| 13. | Percent of Class Represented by Amount in Row (11) 0% | ||||
| 14. | Type of Reporting Person (See Instructions) HC, IN | ||||
| CUSIP No. 23345J104 | |||||
| 1. |
Names of Reporting Persons. Rajeev Shah | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | ¨ | ||||
| 3. | SEC Use Only | ||||
| 4. | Source of Funds (See Instructions) AF | ||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
| 6. | Citizenship or Place of Organization United States | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 0 | |||
| 8. | Shared Voting Power 0 | ||||
| 9. | Sole Dispositive Power 0 | ||||
| 10. | Shared Dispositive Power 0 | ||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | ||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||||
| 13. | Percent of Class Represented by Amount in Row (11) 0% | ||||
| 14. | Type of Reporting Person (See Instructions) HC, IN | ||||
| CUSIP No. 23345J104 | |||||
| 1. |
Names of Reporting Persons. RA Capital Healthcare Fund, L.P. | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | ¨ | ||||
| 3. | SEC Use Only | ||||
| 4. | Source of Funds (See Instructions) WC | ||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
| 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 0 | ||||
| 9. | Sole Dispositive Power 0 | ||||
| 10. | Shared Dispositive Power 0 | ||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | ||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||||
| 13. | Percent of Class Represented by Amount in Row (11) 0% | ||||
| 14. | Type of Reporting Person (See Instructions) PN | ||||
| Item 1. | Security and Issuer |
Item 1 of the Statement is amended and supplemented as follows:
This Amendment No. 4 (this “Amendment No. 4” or this “13D/A”) amends and supplements the statement on the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on September 27, 2021, and amended on October 19, 2022, March 29, 2023, and June 21, 2023 (as amended, the “Statement”), filed by RA Capital Management, L.P., Dr. Kolchinsky, Mr. Shah, and RA Capital Healthcare Fund, L.P. with respect to the common stock, par value $0.0001 per share (the “Common Stock”), of DICE Therapeutics, Inc., a Delaware corporation (the “Issuer”), which has its principal executive offices at 400 East Jamie Court, Suite 300, South San Francisco, CA 94080. Unless otherwise defined herein, capitalized terms used in this Amendment No. 4 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.
| Item 4. | Purpose of Transaction |
Item 4 of the Statement is hereby amended and supplemented by adding the following paragraph to the subsection titled “Merger Agreement and Related Transactions”:
Pursuant to the Merger Agreement, the Merger Sub merged with and into the Issuer (such merger and the other transactions contemplated by the Merger Agreement, the “Merger”) with the Issuer surviving the Merger as a wholly owned subsidiary of the Parent. Upon the closing (the “Closing”) of the Merger on August 9, 2023, each share of Common Stock was either (i) purchased for the Offer Price, without interest, less any applicable withholding taxes or (ii) automatically converted into the right to receive an amount in cash without interest, equal to the Offer Price, less any applicable withholding taxes.
The foregoing descriptions of the Offer and Merger do not purport to be complete and are qualified in their entirety by reference to the full text of the form of the Offer to Purchase, dated June 30, 2023, which is attached as as Exhibit (a)(1)(A) to the Schedule TO filed by the Parent with the SEC on June 30, 2023 and is incorporated herein by reference.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Statement is hereby amended and restated in its entirety to read as follows:
(a) and (b) See Items 7-11 of the cover pages and Item 2 above.
(c) The following table lists the Reporting Persons’ transactions in Common Stock that were effected since June 21, 2023, the date upon which the Reporting Persons filed Amendment No. 3 to the Statement:
| Transaction | Purchaser | Date | No. Shares | Price |
| Tender | The Fund | 09-August-2023 | 7,070,205 | (1) |
| Tender | The Nexus Fund II | 09-August-2023 | 786,407 | (1) |
| Conversion | RA Capital | 09-August-2023 | 21,250 | (2) |
(1) Upon the Closing, these shares of Common Stock were purchased for the Offer Price, without interest, less any applicable withholding taxes. Immediately prior to the Closing, any repurchase rights of the Issuer or other similar restrictions on the Common Stock fully lapsed and all Common Stock became fully vested.
(2) Pursuant to the Merger Agreement, each Option to purchase shares of Common Stock that was outstanding but not vested as of immediately prior to the Closing (the “Unvested Option”), became fully vested and exercisable (the “Vested Option”). Each Vested Option was automatically cancelled and converted into the right to receive an amount in cash, without interest, less any applicable tax withholding, equal to the product obtained by multiplying (i) the excess, if any, of the Offer Price over the exercise price per share of Common Stock underlying such Option by (ii) the number of shares of Common Stock underlying such Option. Except if the exercise price per share of Common Stock of the Option was equal to or greater than the Offer Price, such Option was cancelled without any cash payment or other consideration being made in respect thereof.
(d) Not applicable.
(e) As a result of the transactions described herein, on August 9, 2023, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock. The filing of this Amendment No. 4 represents the final amendment to the Schedule 13D and constitutes an exit filing for each of the Reporting Persons.
| Item 7. | Material to be Filed as Exhibits |
Item 7 of the Statement is amended and supplemented by the following:
Exhibit 1 Joint Filing Agreement
Exhibit 2 Offer to Purchase (incorporated as Exhibit (a)(1)(A) to the Issuer’s Tender Offer Statement by Third Party filed with the Securities and Exchange Commission on June 30, 2023)
SIGNATURES
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.
Dated: August 9, 2023
| RA CAPITAL MANAGEMENT, L.P. | |||
| By: | /s/ Peter Kolchinsky | ||
| Name: | Peter Kolchinsky | ||
| Title: | Authorized Signatory | ||
| PETER KOLCHINSKY | |||
| /s/ Peter Kolchinsky | |||
| RAJEEV SHAH | |||
| /s/ Rajeev Shah | |||
| RA CAPITAL HEALTHCARE FUND, L.P. | |||
| By: | RA Capital Healthcare Fund GP, LLC | ||
| Its: | General Partner | ||
| By: | /s/ Peter Kolchinsky | ||
| Name: | Peter Kolchinsky | ||
| Title: | Manager | ||
Exhibit 1
JOINT FILING AGREEMENT
This Joint Filing Agreement, dated as of August 9, 2023, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”).
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to Common Stock, par value $0.0001 per share of DICE Therapeutics, Inc. beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.
This Joint Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.
Executed and delivered as of the date first above written.
| RA CAPITAL MANAGEMENT, L.P. | |||
| By: | /s/ Peter Kolchinsky | ||
| Name: | Peter Kolchinsky | ||
| Title: | Authorized Signatory | ||
| PETER KOLCHINSKY | |||
| /s/ Peter Kolchinsky | |||
| RAJEEV SHAH | |||
| /s/ Rajeev Shah | |||
| RA CAPITAL HEALTHCARE FUND, L.P. | |||
| By: | RA Capital Healthcare Fund GP, LLC | ||
| Its: | General Partner | ||
| By: | /s/ Peter Kolchinsky | ||
| Name: | Peter Kolchinsky | ||
| Title: | Manager | ||