SEC Form SC 13G/A filed by Mereo BioPharma Group plc (Amendment)

 

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This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

 

i. Rock Springs Capital Management LP (“RSCM”);

ii. Rock Springs Capital Master Fund LP (“Master Fund”); and

iii. Rock Springs Capital LLC (“RSC”)

 

This Statement relates to Shares (as defined herein) held directly by the Rock Springs Capital Master Fund LP, which is a Cayman Island exempted limited partnership, and Four Pines Master Fund LP (“Four Pines”), which is a Cayman Islands exempted limited partnership, and indirectly held by RSCM, a Delaware limited partnership, and RSC, a Delaware limited liability company. RSCM serves as the investment manager to each of the Rock Springs Capital Master Fund LP (the “Master Fund”) and Four Pines. RSC is the general partner of RSCM.

  

(b) Address of Principal Business Office, or, if none, Residence

Rock Springs Capital Management LP and Rock Springs Capital LLC

650 South Exeter, Suite 1070

Baltimore, MD 21202

 

Rock Springs Capital Master Fund

c/o Walkers Corporate Limited

190 Elgin Avenue

George Town, Grand Cayman, KY1-9008, Cayman Islands

 

(c) Citizenship

Rock Springs Capital Management LP - Delaware

Rock Springs Capital Master Fund LP - Cayman Islands

Rock Springs Capital LLC - Delaware

(d) Title of Class of Securities

Ordinary Shares, nominal value £0.003, per ordinary share (the “Shares”)

(e) CUSIP No.:

There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 589492107 has been assigned to the American Depository Receipts (“ADRs”) of the Issuer, which are quoted on the Nasdaq Global Market under the symbol “MREO.” Each ADR represents 5 Ordinary Shares.

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or control person in accordance with §240.13d-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 (15 U.S.C. 80a-3);
	(j)	¨	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
	(k)	¨	A group, in accordance with §240.13d-1(b)(1)(ii)(K). 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. 589492107

SCHEDULE 13G/A

Page 7 of 9 Pages

 

 

Item 4. Ownership