SEC Form SC 13G/A filed by Corvus Pharmaceuticals Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)*
Corvus Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
221015 10 0
(CUSIP Number)
December 31, 2022
(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)
x 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. 221015 10 0 | 13G |
| 1. |
Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
Richard A. Miller
| |
| 2. |
Check the Appropriate Box if a Member of a Group
|
(a) o (b) o
|
| 3. |
SEC Use Only
| |
| 4. |
Citizenship or Place of Organization
United States of America | |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power
1,615,002 (consists of 1,615,002 shares exercisable within 60 days) |
|
6. |
Shared Voting Power
1,490,119 shares | |
|
7. |
Sole Dispositive Power
1,615,002 (consists of 1,615,002 shares exercisable within 60 days) | |
|
8. |
Shared Dispositive Power
1,490,119 shares |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,105,121 shares | |
| 10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
o |
| 11. |
Percent of Class Represented by Amount in Row (9)
6.45%
| |
| 12. |
Type of Reporting Person
IN
| |
Page 2 of 8 pages.
| CUSIP No. 221015 10 0 | 13G |
| 1. |
Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
Richard A. Miller and Sandra J. Horning, Trustees of the Miller-Horning Family Trust u/a/d January 25, 1985
| |
| 2. |
Check the Appropriate Box if a Member of a Group
|
(a) o (b) o
|
| 3. |
SEC Use Only
| |
| 4. |
Citizenship or Place of Organization
United States of America | |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power
1,490,119 shares |
|
6. |
Shared Voting Power
-0- | |
|
7. |
Sole Dispositive Power
1,490,119 shares | |
|
8. |
Shared Dispositive Power
-0- |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,490,119 shares | |
| 10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
o |
| 11. |
Percent of Class Represented by Amount in Row (9)
3.20%
| |
| 12. |
Type of Reporting Person
OO
| |
Page 3 of 8 pages.
| CUSIP No. 221015 10 0 | 13G |
| 1. |
Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
Sandra J. Horning
| |
| 2. |
Check the Appropriate Box if a Member of a Group
|
(a) o (b) o
|
| 3. |
SEC Use Only
| |
| 4. |
Citizenship or Place of Organization
United States of America | |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power
-0- shares |
|
6. |
Shared Voting Power
1,490,119 shares | |
|
7. |
Sole Dispositive Power
-0- shares | |
|
8. |
Shared Dispositive Power
1,490,119 shares |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,490,119 shares | |
| 10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
o |
| 11. |
Percent of Class Represented by Amount in Row (9)
3.20%
| |
| 12. |
Type of Reporting Person
IN
| |
Page 4 of 8 pages.
Item 1.
| (a) | Name of Issuer: |
Corvus Pharmaceuticals, Inc. (“Corvus” or the “Company”)
| (b) | Address of Issuer’s Principal Executive Offices: |
863 Mitten Road
Suite 102
Burlingame, CA 94010
Item 2.
| (a) | Name of Persons Filing: |
Richard A. Miller (“Dr. Miller”)
Richard A. Miller and Sandra J. Horning, Trustees of the Miller-Horning Family
Trust u/a/d January 25, 1985 (the “Miller-Horning
Trust”)
Sandra J. Horning (“Dr. Horning”)
| (b) | Address of Principal Business Office: |
The principal business office for all persons filing is:
c/o Corvus Pharmaceuticals, Inc.
863 Mitten Road
Suite 102
Burlingame, CA 94010
| (c) | Citizenship: |
Richard A. Miller is a U.S. citizen. The Miller-Horning Trust is organized under the laws of the State of California. Sandra J. Horning is a U.S. citizen.
| (d) | Title of Class of Securities: |
Common Stock, $0.0001 par value per share
| (e) | CUSIP Number: |
221015 10 0
| 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: |
Not applicable.
Page 5 of 8 pages.
| Item 4. | Ownership. |
| (a) | Amount Beneficially Owned: |
| Richard A. Miller: | 3,105,121 shares | |
| Miller-Horning Trust: | 1,490,119 shares | |
| Sandra J. Horning | 1,490,119 shares |
All shares owned by the Miller-Horning Trust may be deemed to be beneficially owned by Richard A. Miller and/or Sandra J. Horning.
| (b) | Percent of Class: |
| Richard A. Miller: | 6.45% | |
| Miller-Horning Trust: | 3.20% | |
| Sandra J. Horning | 3.20% |
All percentages are calculated using a denominator of 46,553,511 outstanding shares as of November 3, 2022 as reported on the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, plus 1,615,002 shares that could be acquired within 60 days of December 31, 2022. All other percentages were calculated using a denominator of 46,553,511.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or direct the vote: |
| Richard A. Miller: | 1,615,002 shares | |
| Miller-Horning Trust: | 1,490,119 shares | |
| Sandra J. Horning | 0 shares |
| (ii) | Shared power to vote or direct the vote: |
* See explanation below.
| (iii) | Sole power to dispose or direct the disposition of: |
| Richard A. Miller: | 1,615,002 shares | |
| Miller-Horning Trust: | 1,490,119 shares | |
| Sandra J. Horning | 0 shares |
| (iv) | Shared power to dispose or direct the disposition of: |
* Dr. Miller and Dr. Horning may be deemed to have shared power to vote, or direct the vote of, and shared power to dispose of, or direct the disposition of, shares held by the Miller-Horning Trust.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not Applicable.
Page 6 of 8 pages.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| 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. |
See Item 2. The filing persons are making a joint filing pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. The filing parties previously executed an Agreement with Respect to Joint Filing of Schedule 13G filed with the Securities and Exchange Commission on April 8, 2016.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certification. |
Not Applicable.
Page 7 of 8 pages.
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: February 10, 2023 | /s/ Richard A. Miller |
| Richard A. Miller |
On behalf of the following filing persons:
Richard A. Miller
Richard A. Miller and Sandra J. Horning, Trustees of the Miller-Horning Family Trust u/a/d
January 25, 1985
Sandra J. Horning
Page 8 of 8 pages.