SEC Form SC 13G/A filed by Adaptive Biotechnologies Corporation (Amendment)
CUSIP No. 00650F109
|
13G
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Page 2 of 17
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1
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NAMES OF REPORTING PERSONS
|
|
|
||
Viking Global Investors LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
29,993,708
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
29,993,708
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
29,993,708
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
21.3%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
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CUSIP No. 00650F109
|
13G
|
Page 3 of 17
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Viking Global Performance LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
22,002,189
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
22,002,189
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
22,002,189
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
15.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
CUSIP No. 00650F109
|
13G
|
Page 4 of 17
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Viking Global Equities II LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
440,046
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
440,046
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
440,046
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.3%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN |
|
|
|||
|
|
CUSIP No. 00650F109
|
13G
|
Page 5 of 17
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Viking Global Equities Master Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
21,562,143
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
21,562,143
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
21,562,143
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
15.3%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO |
|
|
|||
|
|
CUSIP No. 00650F109
|
13G
|
Page 6 of 17
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Viking Long Fund GP LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
7,991,519
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
7,991,519
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,991,519
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.7%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
CUSIP No. 00650F109
|
13G
|
Page 7 of 17
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Viking Long Fund Master Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
7,991,519
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
7,991,519
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,991,519
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.7%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO |
|
|
|||
|
|
CUSIP No. 00650F109
|
13G
|
Page 8 of 17
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
O. Andreas Halvorsen
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Norway
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
29,993,708
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
29,993,708
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
29,993,708
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
21.3%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN |
|
|
|||
|
|
CUSIP No. 00650F109
|
13G
|
Page 9 of 17
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
David C. Ott
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
29,993,708
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
29,993,708
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
29,993,708
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
21.3%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN |
|
|
|||
|
|
CUSIP No. 00650F109
|
13G
|
Page 10 of 17
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Rose S. Shabet
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
29,993,708
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
29,993,708
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
29,993,708
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
21.3%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN |
|
|
|||
|
|
CUSIP No. 00650F109
|
13G
|
Page 11 of 17
|
Item 1(a). |
Name of Issuer:
|
Item 1(b). |
Address of Issuer’s Principal Executive Offices:
|
Item 2(a). |
Name of Person Filing:
|
Items 2(b). |
Address of Principal Business Office or, if none, Residence:
|
Items 2(c). |
Citizenship:
|
Item 2(d). |
Titles of Classes of Securities:
|
Item 2(e). |
CUSIP NUMBER: 00650F109
|
Item 3. |
If This Statement is Filed Pursuant to Rule 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 Exchange Act
|
(b) |
☐ Bank as defined in Section 3(a)(6) of the Exchange Act
|
(c) |
☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act
|
(d) |
☐ Investment company registered under Section 8 of the Investment Company Act of 1940
|
(e) |
☐ Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d-1(b)(1)(ii)(E)
|
(f) |
☐ Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment
Fund; see Rule 13d-1(b)(1)(ii)(F)
|
(g) |
☐ Parent holding company, in accordance with Rule 13d-1(b)(1)(ii)(G).
|
(h) |
☐ Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
(i) |
☐ 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) |
☐ Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J). 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:
|
(k) |
☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
CUSIP No. 00650F109
|
13G
|
Page 12 of 17
|
Item 4. |
Ownership
|
(a)
|
Amount beneficially owned: 29,993,708
|
|
(b)
|
Percent of Class: 21.3%
|
|
(c)
|
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
(ii)
|
Shared power to vote or to direct the vote: 29,993,708
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 29,993,708
|
(a)
|
Amount beneficially owned: 22,002,189
|
(b)
|
Percent of Class: 15.6%
|
(c)
|
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
(ii)
|
Shared power to vote or to direct the vote: 22,002,189
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 22,002,189
|
CUSIP No. 00650F109
|
13G
|
Page 13 of 17
|
(a)
|
Amount beneficially owned: 440,046
|
|
(b)
|
Percent of Class: 0.3%
|
|
(c)
|
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
(ii)
|
Shared power to vote or to direct the vote: 440,046
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 440,046
|
(a)
|
Amount beneficially owned: 21,562,143
|
|
(b)
|
Percent of Class: 15.3%
|
|
(c)
|
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
(ii)
|
Shared power to vote or to direct the vote: 21,562,143
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 21,562,143
|
(a)
|
Amount beneficially owned: 7,991,519
|
|
(b)
|
Percent of Class: 5.7%
|
|
(c)
|
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
(ii)
|
Shared power to vote or to direct the vote: 7,991,519
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 7,991,519
|
CUSIP No. 00650F109
|
13G
|
Page 14 of 17
|
(a)
|
Amount beneficially owned: 7,991,519
|
|
(b)
|
Percent of Class: 5.7%
|
|
(c)
|
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
(ii)
|
Shared power to vote or to direct the vote: 7,991,519
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 7,991,519
|
(a)
|
Amount beneficially owned: 29,993,708
|
|
(b)
|
Percent of Class: 21.3%
|
|
(c)
|
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
(ii)
|
Shared power to vote or to direct the vote: 29,993,708
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 29,993,708
|
Item 5. |
Ownership of Five Percent or Less of a Class.
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
|
CUSIP No. 00650F109
|
13G
|
Page 15 of 17
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security
|
Item 8. |
Identification and Classification of Members of the Group.
|
Item 9. |
Notice of Dissolution of Group.
|
Item 10. |
Certification. (if filing pursuant to Rule 13d-1(c))
|
CUSIP No. 00650F109
|
13G
|
Page 16 of 17
|
By:
|
/s/ Scott M. Hendler
|
||
Name: Scott M. Hendler on behalf of O. Andreas Halvorsen (1)
|
|||
By:
|
/s/ Scott M. Hendler
|
||
Name: Scott M. Hendler on behalf of David C. Ott (2)
|
|||
By:
|
/s/ Scott M. Hendler
|
||
Name: Scott M. Hendler on behalf of Rose S. Shabet (3)
|
CUSIP No. 00650F109
|
13G
|
Page 17 of 17
|
By:
|
/s/ Scott M. Hendler
|
|
Name: Scott M. Hendler on behalf of O. Andreas Halvorsen (1)
|
By:
|
/s/ Scott M. Hendler
|
|
Name: Scott M. Hendler on behalf of David C. Ott (2)
|
By:
|
/s/ Scott M. Hendler
|
|
Name: Scott M. Hendler on behalf of Rose S. Shabet (3)
|