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    SEC Form SC 13G/A filed

    2/11/21 10:27:51 AM ET
    $OBSV
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $OBSV alert in real time by email
    SC 13G/A 1 d18913dsc13ga.htm SC 13G/A SC 13G/A

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    SCHEDULE 13G/A

    UNDER THE SECURITIES EXCHANGE ACT OF 1934

    (Amendment No. 1)*

     

     

    ObsEva SA

    (Name of Issuer)

    Common Shares, par value CHF 0.0769 per share

    (Title of Class of Securities)

    H5861P103

    (CUSIP Number)

    December 31, 2020

    (Date of Event Which Requires Filing of this Statement)

     

     

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

    ☐ 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 the disclosures provided in a prior cover page.

    The information required in 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. H5861P103    SCHEDULE 13G/A    Page 2 of 10 Pages

     

      1.    

      NAMES OF REPORTING PERSONS

     

      Medicxi Growth I LP

      2.  

      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

      (a)  ☐        (b)  ☒

     

      3.  

      SEC USE ONLY

     

      4.  

      CITIZENSHIP OR PLACE OF ORGANIZATION

     

      Jersey

    NUMBER OF

    SHARES

     BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

       5.     

      SOLE VOTING POWER

     

      1,533,568

       6.   

      SHARED VOTING POWER

     

      0

       7.   

      SOLE DISPOSITIVE POWER

     

      1,533,568

       8.   

      SHARED DISPOSITIVE POWER

     

      0

      9.    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      1,533,568

    10.  

      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

      ☐

    11.  

      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     

      2.79% (1)

    12.  

      TYPE OF REPORTING PERSON

     

      PN

     

    (1)

    The percentage of class was calculated based on 55,015,024 shares of the Issuer’s common shares, par value CHF 0.0769 per share (“Common Stock”), as of September 30, 2020, as set forth the Issuer’s Form 6-K, and filed with the Securities and Exchange Commission (the “Commission”) on November 5, 2020.


    CUSIP No. H5861P103    SCHEDULE 13G/A    Page 3 of 10 Pages

     

      1.    

      NAMES OF REPORTING PERSONS

     

      Medicxi Growth Co-Invest I LP

      2.  

      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

      (a)  ☐        (b)  ☒

     

      3.  

      SEC USE ONLY

     

      4.  

      CITIZENSHIP OR PLACE OF ORGANIZATION

     

      Jersey

    NUMBER OF

    SHARES

     BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

       5.     

      SOLE VOTING POWER

     

      36,432

       6.   

      SHARED VOTING POWER

     

      0

       7.   

      SOLE DISPOSITIVE POWER

     

      36,432

       8.   

      SHARED DISPOSITIVE POWER

     

      0

      9.    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      36,432

    10.  

      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

      ☐

    11.  

      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     

      0.06% (1)

    12.  

      TYPE OF REPORTING PERSON

     

      PN


    CUSIP No. H5861P103    SCHEDULE 13G/A    Page 4 of 10 Pages

     

     

      1.    

      NAMES OF REPORTING PERSONS

     

      Medicxi Growth I GP Limited

      2.  

      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

      (a)  ☐        (b)  ☒

     

      3.  

      SEC USE ONLY

     

      4.  

      CITIZENSHIP OR PLACE OF ORGANIZATION

     

      Jersey

    NUMBER OF

    SHARES

     BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

       5.     

      SOLE VOTING POWER

     

      1,570,000

       6.   

      SHARED VOTING POWER

     

      0

       7.   

      SOLE DISPOSITIVE POWER

     

      1,570,000

       8.   

      SHARED DISPOSITIVE POWER

     

      0

      9.    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      1,570,000

    10.  

      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

      ☐

    11.  

      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     

      2.85% (1)

    12.  

      TYPE OF REPORTING PERSON

     

      OO


    CUSIP No. H5861P103    SCHEDULE 13G/A    Page 5 of 10 Pages

     

     

      1.    

      NAMES OF REPORTING PERSONS

     

      Medicxi Ventures Management (Jersey) Limited

      2.  

      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

      (a)  ☐        (b)  ☒

     

      3.  

      SEC USE ONLY

     

      4.  

      CITIZENSHIP OR PLACE OF ORGANIZATION

     

      Jersey

    NUMBER OF

    SHARES

     BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

       5.     

      SOLE VOTING POWER

     

      1,570,000

       6.   

      SHARED VOTING POWER

     

      0

       7.   

      SOLE DISPOSITIVE POWER

     

      1,570,000

       8.   

      SHARED DISPOSITIVE POWER

     

      0

      9.    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      1,570,000

    10.  

      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

      ☐

    11.  

      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     

      2.85% (1)

    12.  

      TYPE OF REPORTING PERSON

     

      OO


    CUSIP No. H5861P103    SCHEDULE 13G/A    Page 6 of 10 Pages

     

    Item 1.

    Issuer

     

    (a)    Name of Issuer:
       ObsEva SA (the “Issuer”)
    (b)    Address of Issuer’s Principal Executive Offices:
      

    Chenin des Aulx, 12

    1228 Plan-les-Quates

    Geneva, Switzerland

     

    Item 2.

    Filing Person

     

    (a) – (c)    Name of Persons Filing; Address; Citizenship:
      

    (i) Medicxi Growth I LP (“Growth I”);

     

    (ii)  Medicxi Growth Co-Invest I LP (“Growth Co-Invest I”);

     

    (iii)  Medicxi Growth I GP Limited (“Growth I GP”), which is the sole general partner of Growth I and Growth Co-Invest I;

     

    (iv) Medicxi Ventures Management (Jersey) Limited (“Manager”), which is appointed by Growth I GP as the manager of Growth I and Growth Co-Invest I.

     

    The address of the principal business office of each of the Reporting Persons is Andrew Jeanne c/o Intertrust Fund Services (Jersey) Limited, 44 Esplanade, St. Helier, Jersey JE4 9WG.

     

    Each of Growth I and Growth Co-Invest I is a Jersey limited partnership. Each of Growth I GP and Manager is a Jersey limited liability company.

    (d)    Title of Class of Securities:
       Common shares, par value CHF 0.0769 per share
    (e)   

    CUSIP Number:

     

    H5861P103

     

    Item 3.

    If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

    (a)    ☐    Broker or dealer registered under Section 15 of the Act;
    (b)    ☐    Bank as defined in Section 3(a)(6) of the Act;
    (c)    ☐    Insurance company as defined in Section 3(a)(19) of the Act;
    (d)    ☐    Investment company registered under Section 8 of the Investment Company Act of 1940;
    (e)    ☐    An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
    (f)    ☐    An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
    (g)    ☐    A parent holding company or control person in accordance with Rule 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;
    (j)    ☐    A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
    (k)    ☐    Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
      

    If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:


    CUSIP No. H5861P103    SCHEDULE 13G/A    Page 7 of 10 Pages

     

    Item 4.

    Ownership.

     

    (a) and (b)

       Amount beneficially owned:
       (i)    Growth I directly owns 1,533,568 shares of Common Stock (the “Growth I Shares”), which represents approximately 2.79% of the outstanding shares of Common Stock.
       (ii)    Growth Co-Invest I directly owns 36,432 shares of Common Stock (the “Growth Co-Invest I Shares”), which represents approximately 0.06% of the outstanding shares of Common Stock.
       (iii)    Growth I GP is the general partner of Growth I and Growth Co-Invest I and may be deemed to beneficially own the Growth I Shares and the Growth Co-Invest I Shares (the “Shares”), which in the aggregate is 1,570,000 shares of Common Stock and represents approximately 2.85% of the outstanding shares of Common Stock.
       (iv)    As Manager has been appointed by Growth I GP as manager of Growth I and Growth Co-Invest I, Manager may be deemed to beneficially own the Shares.

    (c)

       Number of shares as to which such person has:

     

         Number of Shares of Common Stock  

    Reporting Person

       (i)      (ii)      (iii)      (iv)  

    Growth I

         1,533,568        0        1,533,568        0  

    Growth Co-Invest I

         36,432        0        36,432        0  

    Growth I GP

         1,570,000        0        1,570,000        0  

    Manager

         1,570,000        0        1,570,000        0  

     

      (i)

    Sole power to vote or direct the vote

     

      (ii)

    Shared power to vote or to direct the vote

     

      (iii)

    Sole power to dispose or to direct the disposition of

     

      (iv)

    Shared power to dispose or to direct the disposition of

    The percentage of class was calculated based on 55,015,024 shares of the Issuer’s common shares, par value CHF 0.0769 per share (“Common Stock”), as of September 30, 2020, as set forth the Issuer’s Form 6-K, and filed with the Securities and Exchange Commission (the “Commission”) on November 5, 2020.

     

    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. ☒

     

    Item 6.

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

    Not applicable.


    CUSIP No. H5861P103    SCHEDULE 13G/A    Page 8 of 10 Pages

     

    Item 7.

    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

    Not applicable.

     

    Item 8.

    Identification and Classification of Members of the Group.

    Not applicable.

     

    Item 9.

    Notice of Dissolution of Group.

    Not applicable.

     

    Item 10.

    Certification.

    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.


    CUSIP No. H5861P103    SCHEDULE 13G/A    Page 9 of 10 Pages

     

    SIGNATURE

    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.

    Date: February 11, 2021

     

    Medicxi Growth I LP
    By:  

    /s/ Andrew Jeanne

    Name: Andrew Jeanne
    Title: Director
    For and on behalf of
    Medicxi Ventures Management (Jersey) Limited as manager of Medicxi Growth I LP
    Medicxi Growth Co-Invest I LP
    By:  

    /s/ Andrew Jeanne

    Name: Andrew Jeanne
    Title: Director
    For and on behalf of
    Medicxi Ventures Management (Jersey) Limited as manager of Medicxi Growth Co-Invest I LP
    Medicxi Growth I GP Limited
    By:  

    /s/ Andrew Jeanne

    Name: Andrew Jeanne
    Title: Director
    Medicxi Ventures Management (Jersey) Limited
    By:  

    /s/ Andrew Jeanne

    Name: Andrew Jeanne
    Title: Director


    CUSIP No. H5861P103    SCHEDULE 13G/A    Page 10 of 10 Pages

     

    EXHIBIT INDEX

     

    Exhibit

        
    99.1    Joint Filing Statement
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    • ObsEva Announces Appointment of Annette Clancy as Chair of the Board of Directors

      GENEVA, Switzerland May 19, 2022 – ObsEva SA (NASDAQ:OBSV, SIX: OBSN))), a biopharmaceutical company developing and commercializing novel therapies for women's health, today announced the appointment of Annette Clancy as Chair of the Board of Directors at the Company's Annual General Meeting on May 18, 2022. Ms. Clancy has served as a member of ObsEva's Board of Directors since 2013 and was previously Chair from November 2013 to December 2016. Ms. Clancy succeeds Dr. Frank Verwiel, who had decided to step down from the role of Chair and retire from the Board of Directors, effective following the conclusion of the Annual General Meeting. "We could not be more pleased, or fortunate, to have

      5/19/22 7:05:00 AM ET
      $OBSV
      Biotechnology: Pharmaceutical Preparations
      Health Care
    • ObsEva Announces Appointment of Dr. Brandi Howard as Chief Clinical Officer

      Ad hoc announcement pursuant to Art. 53 LR of the SIX Swiss Exchange GENEVA, Switzerland – May 2, 2022 – ObsEva SA (NASDAQ:OBSV, SIX: OBSN))), a biopharmaceutical company developing and commercializing novel therapies for women's health, today announced the appointment of Dr. Brandi Howard as Chief Clinical Officer and member of the company's Executive Committee, effective May 9, 2022. Dr. Howard, who brings to ObsEva more than 20 years of women's health expertise, will be responsible for the Company's clinical development and medical affairs strategy. She succeeds Dr. Elizabeth Garner, who will be departing the Company on May 6, 2022 to pursue a new opportunity. To help ensure a smooth tra

      5/2/22 7:00:00 AM ET
      $EVFM
      $OBSV
      $TEVA
      Biotechnology: Pharmaceutical Preparations
      Health Care