SEC Form SC 13G/A filed by Edgewise Therapeutics Inc. (Amendment)
CUSIP No. 28036F105
|
13G
|
Page 2 of 17
|
1
|
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
|
|
|
||
6,159,146*
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,159,146*
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,159,146*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.7%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No. 28036F105
|
13G
|
Page 3 of 17
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Viking Global Opportunities Parent 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
|
|
|
||
6,159,146*
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,159,146*
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,159,146*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.7%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No. 28036F105
|
13G
|
Page 4 of 17
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Viking Global Opportunities 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
|
|
|
||
6,159,146*
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,159,146*
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,159,146*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.7%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No. 28036F105
|
13G
|
Page 5 of 17
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Viking Global Opportunities Portfolio 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
|
|
|
||
6,159,146*
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,159,146*
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,159,146*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.7%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No. 28036F105
|
13G
|
Page 6 of 17
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Viking Global Opportunities Illiquid Investments Sub-Master LP
|
|
|
|||
|
|
||||
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
|
|
|
||
6,159,146*
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,159,146*
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,159,146*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.7%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No. 28036F105
|
13G
|
Page 7 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
|
|
|
||
6,159,146*
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,159,146*
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,159,146*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.7%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
CUSIP No. 28036F105
|
13G
|
Page 8 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
|
|
|
||
6,159,146*
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,159,146*
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,159,146*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.7%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
CUSIP No. 28036F105
|
13G
|
Page 9 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
|
|
|
||
6,159,146*
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,159,146*
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,159,146*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.7%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
CUSIP No. 28036F105
|
13G
|
Page 10 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: 28036F105
|
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
|
CUSIP No. 28036F105
|
13G
|
Page 11 of 17
|
(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).
|
Item 4. |
Ownership
|
(a) |
Amount beneficially owned: 6,159,146
|
(b) |
Percent of Class: 9.7%
|
(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: 6,159,146
|
(iii) |
Sole power to dispose or to direct the disposition of: 0
|
(iv) |
Shared power to dispose or to direct the disposition of: 6,159,146
|
CUSIP No. 28036F105
|
13G
|
Page 12 of 17
|
(a) |
Amount beneficially owned: 6,159,146
|
(b) |
Percent of Class: 9.7%
|
(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: 6,159,146
|
(iii) |
Sole power to dispose or to direct the disposition of: 0
|
(iv) |
Shared power to dispose or to direct the disposition of 6,159,146
|
(a) |
Amount beneficially owned: 6,159,146
|
(b) |
Percent of Class: 9.7%
|
(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: 6,159,146
|
(iii) |
Sole power to dispose or to direct the disposition of: 0
|
(iv) |
Shared power to dispose or to direct the disposition of: 6,159,146
|
CUSIP No. 28036F105
|
13G
|
Page 13 of 17
|
(a) |
Amount beneficially owned: 6,159,146
|
(b) |
Percent of Class: 9.7%
|
(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: 6,159,146
|
(iii) |
Sole power to dispose or to direct the disposition of: 0
|
(iv) |
Shared power to dispose or to direct the disposition of: 6,159,146
|
(a) |
Amount beneficially owned: 6,159,146
|
(b) |
Percent of Class: 9.7%
|
(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: 6,159,146
|
(iii) |
Sole power to dispose or to direct the disposition of: 0
|
(iv) |
Shared power to dispose or to direct the disposition of: 6,159,146
|
CUSIP No. 28036F105
|
13G
|
Page 14 of 17
|
(a) |
Amount beneficially owned: 6,159,146
|
(b) |
Percent of Class: 9.7%
|
(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: 6,159,146
|
(iii) |
Sole power to dispose or to direct the disposition of: 0
|
(iv) |
Shared power to dispose or to direct the disposition of: 6,159,146
|
Item 5. |
Ownership of Five Percent or Less of a Class.
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
Item 8. |
Identification and Classification of Members of the Group.
|
CUSIP No. 28036F105
|
13G
|
Page 15 of 17
|
Item 9. |
Notice of Dissolution of Group.
|
Item 10.
|
Certification. (if filing pursuant to Rule 13d-1(c))
|
CUSIP No. 28036F105
|
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. 28036F105
|
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)
|