SEC Form SC 13D/A filed by Tricida Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Tricida, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

89610F101

(CUSIP Number)

Sibling Capital Ventures LLC

c/o Brian Isern

2033 6^th Ave, Suite 330

Seattle, WA 98121

Tel: (504) 715-8335

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

December 9, 2022

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 13d-7 for other parties to whom copies are to be sent.

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).

CUSIP No. 89610F101

CUSIP No. 89610F101

CUSIP No. 89610F101

CUSIP No. 89610F101

CUSIP No. 89610F101

CUSIP No. 89610F101

CUSIP No. 89610F101

CUSIP No. 89610F101

CUSIP No. 89610F101

CUSIP No. 89610F101

CUSIP No. 89610F101

This Amendment No. 6 hereby amends the Schedule 13D first filed by the Reporting Persons on July 12, 2018, as amended by Amendment No. 1 to the Schedule 13D filed on April 11, 2019, Amendment No. 2 to the Schedule 13D filed on November 27, 2019, Amendment No. 3 to the Schedule 13D filed on November 23, 2021, Amendment No. 4 to the Schedule 13D filed on March 24, 2022 and Amendment No. 5 to the Schedule 13D filed on October 19, 2022 (as amended, the “Statement”).  The securities to which the Statement relates are the shares of common stock, par value $0.001 per share (the “Common Stock”), of Tricida, Inc., a Delaware corporation (the “Issuer”). This Amendment No. 6 is being filed to report that the Reporting Persons are no longer direct or indirect beneficial owners of more than 5% of the Common Stock. Accordingly, this Amendment No. 6 is the “final amendment” to the Statement and is an “exit filing” for the Reporting Persons. Capitalized terms used herein but not defined in this Amendment No. 6 shall have the meaning ascribed to such term in the Schedule 13D.

Item 4 to the Statement originally provided that the Reporting Persons acquired the Common Stock for investment purposes and that the Reporting Persons retain the right to change their investment intent, and may, from time to time, acquire additional shares of Common Stock or other securities of the Issuer, or sell or otherwise dispose of (or enter into plans or arrangements to sell or otherwise dispose of), all or part of the shares of Common Stock or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law.

On October 24, 2022 the Issuer released the top-line results from its VALOR-CKD renal outcomes clinical trial indicating that the trial did not meet its primary endpoint. Also on October 24, 2022, the stock price of the Company closed at $0.6002 per share, down from a closing price of $10.88 per share on October 21, 2022. On November 2, 2022, the Issuer announced that its Board of Directors authorized the Issuer to commence a review of strategic alternatives to maximize stakeholder value. In connection with the foregoing, the Reporting Persons have been evaluating their beneficial ownership of the Common Stock, and, on December 9, 2022, the Reporting Persons began to dispose of all, or substantially all, of the shares of Common Stock beneficially owned by them. On December 14, 2022, the Reporting Persons completed the disposition of all of the shares of Common Stock beneficially owned by them.

(a) - (b)

As a result of the transactions described on Annex A, the Reporting Persons have disposed of all of the shares of Common Stock beneficially owned by them and the Reporting Persons no longer beneficially own any shares of Common Stock of the Issuer.

(c)

Annex A hereof sets forth the transactions by the Reporting Persons in the securities of the Issuer from the date of the filing of Amendment No. 5 and through and including the date hereof. Except as otherwise disclosed on Annex A, none of the Reporting Persons, nor, to the best of the Reporting Persons’ knowledge, any of their respective executive officers or directors, as applicable, has acquired or disposed of, any securities of the Issuer from the date of the filing of Amendment No. 5 and through and including the date hereof.

(e)

The Reporting Persons ceased to beneficially own more than 5% of the Common Stock on December 13, 2022.

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: December 16, 2022

Annex A

Schedule of Transactions

(1) The shares were sold by Sibling Capital Fund II-A L.P. (“Sibling A”). Sibling Capital Ventures LLC (“SCV”) is the sole general partner of Sibling A. As sole manager of SCV, Brian M. Isern may be deemed to be an indirect beneficial owner of such shares.

(2) The shares were sold by Sibling Capital Fund II-B L.P. (“Sibling B”). Sibling Capital Ventures II LLC (“SCV II”) is the sole general partner of Sibling B. As sole manager of SCV II, Brian M. Isern may be deemed to be an indirect beneficial owner of such shares.

(3) The shares were sold by Sibling Capital Fund II-C L.P. (“Sibling C”). Sibling Capital Ventures III LLC (“SCV III”) is the sole general partner of Sibling C. As sole manager of SCV III, Brian M. Isern may be deemed to be an indirect beneficial owner of such shares.

(4) The shares were sold by Sibling Capital Fund II-D L.P. (“Sibling D”). Sibling Capital Ventures IV LLC (“SCV IV”) is the sole general partner of Sibling D. As sole manager of SCV IV, Brian M. Isern may be deemed to be an indirect beneficial owner of such shares.

(5) The shares were sold by Sibling Insiders Fund II L.P. (“Sibling Insiders Fund”). Sibling Insiders II LLC (“Sibling Insiders LLC”) is the sole general partner of Sibling Insiders Fund. As sole manager of Sibling Insiders LLC, Brian M. Isern may be deemed to be an indirect beneficial owner of such shares.

(6) These shares were sold at a weighted average price of $0.22. These shares were sold in multiple transactions at prices ranging from $0.21 to $0.24, inclusive.

(7) These shares were sold at a weighted average price of $0.21. These shares were sold in multiple transactions at prices ranging from $0.21 to $0.22, inclusive.

(8) These shares were sold at a weighted average price of $0.19. These shares were sold in multiple transactions at prices ranging from $0.17 to $0.21, inclusive.

(9) These shares were sold at a weighted average price of $0.16. These shares were sold in multiple transactions at prices ranging from $0.16 to $0.17, inclusive.