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    SEC Form SC 13G filed by BeyondSpring Inc.

    2/14/22 11:55:39 AM ET
    $BYSI
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $BYSI alert in real time by email
    SC 13G 1 tm226449d3_sc13g.htm SC 13G

     

     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION 

    Washington, D.C. 20549

     

    SCHEDULE 13G

     

    Under the Securities Exchange Act of 1934
    (Amendment No. ________)*

     

    BeyondSpring Inc.

    (Name of Issuer)

     

    Common Stock, $0.0001 Par Value

    (Title of Class of Securities)

     

    G10830100

    (CUSIP Number)

     

    Laura Tse

    3000 Sand Hill Road, Building 2, Suite 110

    Menlo Park, CA 94025, USA

    650-233-0688

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

     

    December 31, 2021

    (Date of Event which Requires Filing of this Statement)

     

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
    þ Rule 13d-1(b)
    ¨  Rule 13d-1(c)
    ¨  Rule 13d-1(d)

     

    * 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).

     

     

     

     

      

    CUSIP No. G10830100   13G   Page 2 of 5 Pages

     

    1.   NAMES OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

    Decheng Capital Management III (Cayman), LLC
       
    2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (see instructions)
    (a)    ¨
    (b)    ¨
       
    3.   SEC USE ONLY
     
       
    4.  

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

       

     

             
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
     
    4,958,142
      6.   SHARED VOTING POWER
     
    4,958,142
      7.   SOLE DISPOSITIVE POWER
     
    4,958,142
      8.   SHARED DISPOSITIVE POWER
     
    4,958,142

     

             
    9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    4,958,142
       
    10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
    (see instructions)    ¨
       
    11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    12.67%
       
    12.   TYPE OF REPORTING PERSON (see instructions)

    IA
       
             

     

     

      

    CUSIP No. G10830100   13G   Page 3 of 5 Pages
             

    Item 1.

         
      (a) Name of Issuer
    BeyondSpring Inc.
         
      (b) Address of Issuer’s Principal Executive Offices
    28 Liberty Street, 39th Floor, New York, NY 10005, USA
         

    Item 2.

         
      (a) Name of Person Filing
    Laura Tse
         
      (b) Address of the Principal Office or, if none, residence
    3000 Sand Hill Road, Building 2, Suite 110, Menlo Park, CA 94025, USA
         
      (c) Citizenship
    U.S.
         
      (d) Title of Class of Securities
    Common Stock, $0.0001 Par Value
         
      (e) CUSIP Number
    G10830100
         

    Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

     

      (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
           
      (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
           
      (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
           
      (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
           
      (e) þ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
           
      (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
           
      (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
           
      (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
           
      (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
           
      (j) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
           

     

     

     

     

     

     

    CUSIP No. G10830100   13G   Page 4 of 5 Pages
             

    Item 4.  Ownership.

     

    Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

             
      (a)   Amount beneficially owned:  4,958,142
             
      (b)   Percent of class:  12.67%
             
      (c)   Number of shares as to which the person has:  
             
          (i) Sole power to vote or to direct the vote 4,958,142
             
          (ii) Shared power to vote or to direct the vote 4,958,142
             
          (iii) Sole power to dispose or to direct the disposition of 4,958,142
             
          (iv) Shared power to dispose or to direct the disposition of 4,958,142
             

    Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

     

    Item 5.  Ownership of Five Percent or Less of a Class.

     

    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

     

    Instruction. Dissolution of a group requires a response to this item.

     

    Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

     

     None/Not Applicable

     

    Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

     

     None/Not Applicable

     

    Item 8.  Identification and Classification of Members of the Group.

     

     None/Not Applicable

     

    Item 9.  Notice of Dissolution of Group.

     

     None/Not Applicable

     

     

     

     

     

    CUSIP No. G10830100   13G   Page 5 of 5 Pages
             

    Item 10.  Certification.

             
      (a)   The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
             
          By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.  
             
      (b)   The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
             
          By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.  
                     

    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.

     

     

    2/14/2022

    Date

     

       
     

    /s/ Laura Tse

    Signature

     

       
     

    Chief Compliance Officer

    Name/Title 

     

     

     

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