SEC Form SC 13G/A filed by Legend Biotech Corporation (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Legend Biotech Corporation
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
52490G102
(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)
☒ 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. 52490G102 | 13G/A | Page 2 of 6 |
| 1 |
NAMES OF REPORTING PERSONS
AquaPoint L.P. | |||||
| 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
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00% (2) | |||||
| 12 | TYPE OF REPORTING PERSON
PN, FI | |||||
| (1) | Pursuant to a judgment (Judgment –FSD 157 of 2021 (DDJ)) of the Grand Court of the Cayman Islands (the “Court”), Financial Services Division, 220610 In the Matter of AquaPoint L.P. – Judgment – FSD 157 of 2021 (DDJ), AquaPoint L.P. is in the process of being wound up under the supervision of joint official liquidators appointed by the Court. Accordingly, pending the completion of the liquidation, all voting and dispositive power with respect to the 30,300,000 ordinary shares for which AquaPoint L.P. is the registered owner is held by the joint official liquidators pursuant to the judgment. |
| (2) | This percentage is calculated based on 334,805,584 ordinary shares issued and outstanding as of September 13, 2022, as reported in the Issuer’s Proxy Statement furnished to the Securities and Exchange Commission under the cover of a Form 6-K on September 16, 2022. |
| CUSIP No. 52490G102 | 13G/A | Page 3 of 6 |
| 1 |
NAMES OF REPORTING PERSONS
GenScript Corporation | |||||
| 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
407,172 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
407,172 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
407,172 (3) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.12% (4) | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| (3) | Pursuant to a judgment (Judgment –FSD 157 of 2021 (DDJ)) of the Grand Court of the Cayman Islands (the “Court”), Financial Services Division, 220610 In the Matter of AquaPoint L.P. – Judgment – FSD 157 of 2021 (DDJ), AquaPoint L.P. is in the process of being wound up under the supervision of joint official liquidators appointed by the Court. Accordingly, pending the completion of the liquidation, all voting and dispositive power with respect to the 30,300,000 ordinary shares for which AquaPoint L.P. is the registered owner is held by the joint official liquidators pursuant to the judgment. |
| (4) | This percentage is calculated based on 334,805,584 ordinary shares issued and outstanding as of September 13, 2022, as reported in the Issuer’s Proxy Statement furnished to the Securities and Exchange Commission under the cover of a Form 6-K on September 16, 2022. |
| CUSIP No. 52490G102 | 13G/A | Page 4 of 6 |
Item 1(a). Name of Issuer:
Legend Biotech Corporation (the “Issuer”)
Item 1(b). Address of Issuer’s Principal Executive Officers:
2101 Cottontail Lane, Somerset, New Jersey 08873
Item 2(a). Name of Person Filing:
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”)
| 1. | AquaPoint L.P. (“AquaPoint”); and |
| 2. | GenScript Corporation |
This Statement relates to certain ordinary shares directly beneficially owned by GenScript Corporation. This Statement also relates to ordinary shares for which AquaPoint is the registered owner, which were previously reported as beneficially owned by AquaPoint. GenScript Corporation is the general partner of AquaPoint.
Item 2(b). Address or Principal Business Office or, if None, Residence:
The principal business office for AquaPoint L.P. is The R&H Trust Co. Ltd., P.O. Box 897, Windward 1, Regatta Office Park, West Bay Road, Grand Cayman, KY1-1103, Cayman Islands.
The principal business office for GenScript Corporation is Suite 606, 1220 N. Market Street, Wilmington, DE 19801, County of New Castle, USA.
Item 2(c). Citizenship:
See Item 4 of each cover page.
Item 2(d). Title of Class of Securities:
Ordinary shares, par value US$0.0001 per share.
Item 2(e). CUSIP No.:
52490G102
Item 3. If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c)
Not applicable.
Item 4. Ownership.
Amount beneficially owned: See Item 9 of each cover page.
Percent of class: See Item 11 of each cover page.
Number of shares as to which each Reporting Person has:
| (i) | Sole power to vote or to direct the vote: See Item 5 of each cover page. |
| (ii) | Shared power to vote or to direct the vote: See Item 6 of each cover page. |
| (iii) | Sole power to dispose or to direct the disposition of: See Item 7 of each cover page. |
| (iv) | Shared power to dispose or to direct the disposition of: See Item 8 of each cover page. |
| CUSIP No. 52490G102 | 13G/A | Page 5 of 6 |
Item 5. Ownership of 5 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 5 percent of the class of securities, check the following ☒.
Item 6. Ownership of More than 5 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.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
Not applicable.
| CUSIP No. 52490G102 | 13G/A | Page 6 of 6 |
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 13, 2023 | AquaPoint L.P. | |||||
| By: GenScript Corporation, its general partner | ||||||
| By: | /s/ Fangliang Zhang | |||||
| Name: | Fangliang Zhang | |||||
| Title: | Authorized Signatory | |||||
| GenScript Corporation | ||||||
| By: | /s/ Fangliang Zhang | |||||
| Name: | Fangliang Zhang | |||||
| Title: | Authorized Signatory | |||||