Statement of Ownership (sc 13g)
2022年3月1日 - 6:34AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
4D
pharma plc
(Name
of Issuer)
Ordinary
Shares, nominal value £0.0025 per Share
(Title
of Class of Securities)
35085K109**
(CUSIP
Number)
December
31, 2021
(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.
**
This CUSIP number applies to the American Depositary Shares, each representing eight ordinary shares, par value £0.0025
per share. No CUSIP has been assigned to the ordinary shares.
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. 35085K109 |
1 |
NAMES
OF REPORTING PERSONS
Duncan Peyton
|
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
Kingdom |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
10,181,437(1) |
6 |
SHARED
VOTING POWER
0 |
7 |
SOLE
DISPOSITIVE POWER
10,181,437(1) |
8 |
SHARED
DISPOSITIVE POWER
0 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,181,437 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6% |
12 |
TYPE
OF REPORTING PERSON (see instructions)
IN |
|
(1) |
Consists
of (i) 9,018,675 ordinary shares held of record, (ii) 666,666 warrants exercisable for £1.000 per ordinary share, and (iii)
496,096 ordinary shares underlying ADSs issued to Duncan Peyton pursuant to the Merger. |
Item
1(a). |
Name
of Issuer: |
|
|
|
4D
pharma plc |
|
|
Item
1(b). |
Address
of Issuer’s Principal Executive Offices: |
|
|
|
5th
Floor, 9 Bond Court
Leeds,
LS1 2JZ
United
Kingdom |
|
|
Item
2(a). |
Name
of Person Filing: |
|
|
|
Duncan Peyton
Chief
Executive Officer of 4D pharma plc |
|
|
Item
2(b). |
Address
of Principal Business Office or, if none, Residence: |
|
|
|
5th
Floor, 9 Bond Court
Leeds,
LS1 2JZ
United
Kingdom |
|
|
Item
2(c). |
Citizenship: |
|
|
|
United
Kingdom |
|
|
Item
2(d). |
Title
of Class of Securities: |
|
|
|
Ordinary
shares, nominal value £0.0025 per share |
|
|
Item
2(e). |
CUSIP
Number: 35085K109 |
|
|
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. |
|
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item
1. |
|
(a) |
Amount
Beneficially Owned: |
10,181,437
shares |
|
(b) |
Percent
of Class: |
5.6% |
|
(c) |
Number
of shares as to which such person has: |
|
|
(i) |
sole
power to vote or to direct the vote: |
10,181,437
shares |
|
|
(ii) |
shared
power to vote or to direct the vote: |
0
shares |
|
|
(iii) |
sole
power to dispose or to direct the disposition of: |
10,181,437
shares |
|
|
(iv) |
shared
power to dispose or to direct the disposition of: |
0 shares |
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 five percent of the class of securities, check the following ☐ |
|
|
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. |
|
|
|
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. |
Certification. |
|
|
|
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
By
signing below I also certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to government
agencies is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institutions. I also
undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. |
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.
|
February
28, 2022 |
|
Date |
|
|
|
/s/
Duncan Peyton |
|
Signature |
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