SEC Form SC 13G/A filed by United Therapeutics Corporation (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed
Pursuant to § 240.13d-1(b), (c)
and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 5)
United Therapeutics Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
91307C102
(CUSIP Number)
December 31, 2023
(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. 91307C102 | |||||
| 1. |
Name of Reporting Persons I.R.S. Identification
Nos. of Above Person (entities only) | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | ¨ | ||||
| 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 3,900,142 | |||
| 6. |
Shared Voting Power 166 | ||||
| 7. | Sole Dispositive Power 3,900,142 | ||||
| 8. | Shared Dispositive Power 166 | ||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,900,308 | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| 11. | Percent of Class Represented by Amount in Row (9) 7.8 % | ||||
| 12. | Type of Reporting Person (See Instructions) IN | ||||
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| Item 1. | |||
| (a) | Name of Issuer: United Therapeutics Corporation | ||
| (b) | Address of Issuer’s Principal Executive Offices: 1000 Spring Street, Silver Spring, MD 20910 | ||
| Item 2. | |||
| (a) |
Name of
Person Filing: | ||
| (b) |
Address
of Principal Business Office or, if none, Residence: Silver Spring, MD 20910 | ||
| (c) | Citizenship: United States of America | ||
| (d) | Title of Class of Securities: Common Stock | ||
| (e) | CUSIP Number: 91307C102 | ||
| 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 association 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) | ¨ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). | |
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| Item 4. | Ownership. | ||
| (a) | Amount beneficially owned: 3,900,308 shares | ||
| (b) | Percent of class: 7.8% | ||
| (c) | Number of shares as to which the person has: | ||
| (i) |
Sole power to vote or to direct the vote
3,900,142
| ||
| (ii) |
Shared power to vote or to direct the vote
166
| ||
| (iii) |
Sole power to dispose or to direct the disposition of
3,900,142
| ||
| (iv) |
Shared power to dispose or to direct the disposition of
166
| ||
| The shares beneficially owned by Dr. Rothblatt include exercisable options to purchase 723,869 shares, options – which are held indirectly in a trust beneficially owned by Dr. Rothblatt – to purchase 2,527,340 shares, 622,519 shares held indirectly by trust, 22,333 shares held by charitable organizations and 3,951 shares held in trusts for the benefit of children, over which Dr. Rothblatt has investment and voting power. Dr. Rothblatt and Dr. Rothblatt’s spouse have shared voting and investment control over 166 shares held by Dr. Rothblatt’s spouse. | |||
| Item 5. | Ownership of Five 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 o | |||
| 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. | ||
| Not applicable. | |||
| Item 9. | Notice of Dissolution of Group. | ||
| Not applicable. | |||
| Item 10. | Certifications. | ||
| Not applicable. | |||
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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 14, 2024 | /s/ Martine A. Rothblatt |
| Martine A. Rothblatt |
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