(Amendment No. 2)*
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x 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. 67001K202
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SCHEDULE 13G/A
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(1) Names of reporting persons
NB Public Equity K/S
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(2) Check the appropriate box if a member of a group (see instructions)
(a) ¨
(b) ¨
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(3) SEC use only
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(4) Citizenship or place of organization
Denmark
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Number
of shares
beneficially
owned by
each reporting
person with:
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(5) Sole voting power:
0
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(6) Shared voting power:
0
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(7) Sole dispositive power:
0
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(8) Shared dispositive power:
0
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(9) Aggregate amount beneficially owned by each reporting person:
0
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(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
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(11) Percent of class represented by amount in Row 9:
0%
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(12) Type of reporting person (see instructions):
PN
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CUSIP No. 67001K202
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SCHEDULE 13G/A
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(1) Names of reporting persons
NB Public Equity Komplementar ApS
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(2) Check the appropriate box if a member of a group (see instructions)
(a) ¨
(b) ¨
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(3) SEC use only
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(4) Citizenship or place of organization
Denmark
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Number
of shares
beneficially
owned by
each reporting
person with:
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(5) Sole voting power:
0
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(6) Shared voting power:
0
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(7) Sole dispositive power:
0
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(8) Shared dispositive power:
0
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(9) Aggregate amount beneficially owned by each reporting person:
0
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(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
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(11) Percent of class represented by amount in Row 9:
0%
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(12) Type of reporting person (see instructions):
PN
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CUSIP No. 67001K202
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SCHEDULE 13G/A
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(1) Names of reporting persons
Cora Madsen
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(2) Check the appropriate box if a member of a group (see instructions)
(a) ¨
(b) ¨
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(3) SEC use only
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(4) Citizenship or place of organization
United States; Denmark
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Number
of shares
beneficially
owned by
each reporting
person with:
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(5) Sole voting power:
0
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(6) Shared voting power:
0
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(7) Sole dispositive power:
0
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(8) Shared dispositive power:
0
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(9) Aggregate amount beneficially owned by each reporting person:
0
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(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
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(11) Percent of class represented by amount in Row 9:
0%
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(12) Type of reporting person (see instructions):
IN
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CUSIP No. 67001K202
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SCHEDULE 13G/A
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(1) Names of reporting persons
Florian Schönharting
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(2) Check the appropriate box if a member of a group (see instructions)
(a) ¨
(b) ¨
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(3) SEC use only
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(4) Citizenship or place of organization
Denmark
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Number
of shares
beneficially
owned by
each reporting
person with:
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(5) Sole voting power:
0
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(6) Shared voting power:
0
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(7) Sole dispositive power:
0
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(8) Shared dispositive power:
0
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(9) Aggregate amount beneficially owned by each reporting person:
0
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(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
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(11) Percent of class represented by amount in Row 9:
0%
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(12) Type of reporting person (see instructions):
IN
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CUSIP No. 67001K202
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SCHEDULE 13G/A
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Explanatory Note:
This Schedule 13G/A serves to report the Reporting Persons’
holdings per the annual amendment requirement in Rule 13d-2(b) under the Act, as amended. Pursuant to that Rule, the Reporting
Persons hereby report that as of December 31, 2019, 0 shares of Common Stock (as defined in Item 2(d) of this Schedule 13G/A) were
beneficially owned by each Reporting Person.
Item 1.
(a) Name of Issuer:
Novelion Therapeutics Inc.
(b) Address of Issuer’s Principal Executive Offices:
c/o Norton Rose Fulbright
1800-510 West Georgia Street
Vancouver, BC V6B 0M3 Canada
Item 2.
(a) Name of Person Filing
This Schedule 13G/A is filed on behalf of
the following persons (the “Reporting Persons”):
(i) NB
Public Equity K/S
(ii) NB
Public Equity Komplementar ApS
(iii) Cora
Madsen
(iv) Florian
Schönharting
(b) Address or Principal Business Office or, if none, Residence:
The business address for each of the Reporting Persons
is Østergade 24A, 1, 1100 Copenhagen K, Denmark.
(c) Citizenship:
See Item 4 of the attached cover
pages.
(d) Title of Class of Securities:
Common Stock, no par value (the “Common
Stock”)
(e) CUSIP No.:
67001K202
Item 3.
Not applicable.
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Item 4. Ownership
The aggregate number and percentage of shares of Common Stock
beneficially owned by the Reporting Persons is as follows:
(a) Amount beneficially owned:
NB Public Equity K/S is the beneficial owner of an
aggregate of 0(1) shares of Common Stock.
NB Public Equity Komplementar ApS is the beneficial
owner of an aggregate of 0(2) shares of Common Stock.
Cora Madsen is the beneficial owner of an aggregate
of 0(3) shares of Common Stock.
Florian Schönharting is the beneficial owner
of an aggregate of 0(4) shares of Common Stock.
(b) Percent of Class
The amount beneficially owned by NB Public Equity
K/S represents approximately 0% of the total issued and outstanding shares of Common Stock.
The amount beneficially owned by NB Public Equity
Komplementar ApS represents approximately 0% of the total issued and outstanding shares of Common Stock.
The amount beneficially owned by Cora Madsen represents
approximately 0% of the total issued and outstanding shares of Common Stock.
The amount beneficially owned by Florian Schönharting
represents approximately 0% of the total issued and outstanding shares of Common Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
Each of the Reporting Persons has the sole power to vote or to direct the vote of 0 shares of Common Stock.
(ii) Shared power to vote or to direct the vote:
Each of the Reporting Persons has the shared power to vote or to direct the vote of 0 shares of Common Stock.
(iii) Sole power to dispose or to direct the disposition
of: Each of the Reporting Persons has the sole power to dispose or to direct the disposition of 0 shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition
of: Each of the Reporting Persons has the shared power to dispose or to direct the disposition of 0 shares of Common Stock.
(1) NB Public Equity K/S (the “Fund”) is
the record owner of 0 shares of Common Stock. The Fund is a limited partnership and NB Public Equity Komplementar ApS (the “General
Partner”) is its sole general partner.
(2) The General Partner has no ownership share in the Fund,
but is entitled to a management fee for the services provided to the Fund. By reason of Rule 13d-3 under the Securities Exchange
Act of 1934, as amended (“Rule 13d-3”), the General Partner may be deemed to be the beneficial owner of the
securities held by the Fund.
(3) Cora Madsen is a director of the General Partner and in
this capacity has the legal power to vote or dispose of the Common Stock beneficially owned by the Fund. Therefore, by reason of
Rule 13d-3 Ms. Madsen may be deemed to be the beneficial owner of securities held by the Fund. Ms. Madsen has no ownership interest,
neither direct nor indirect, in the General Partner.
(4) Florian Schönharting is a director in Nordic Biotech
Advisors ApS, which owns 100% of the shares of the General Partner and is an indirect investor in a limited partner of the Fund.
As such, he may be deemed under Rule 13d-3 to be a beneficial owner of the securities held by the Fund.
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SCHEDULE 13G/A
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Item 5. Ownership of Five Percent or Less of a Class
If this Schedule 13G/A is being
filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than
five percent of the class of securities, check the following x.
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
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above 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 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.
CUSIP No. 67001K202
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SCHEDULE 13G/A
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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.
Dated: January 21, 2020
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NB PUBLIC EQUITY K/S
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By:
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NB PUBLIC EQUITY KOMPLEMENTAR ApS,
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its general partner
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By:
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/s/ Cora Madsen*
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Name: Cora Madsen
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Title: Director
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NB PUBLIC EQUITY KOMPLEMENTAR ApS
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By:
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/s/ Cora Madsen*
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Name: Cora Madsen
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Title: Director
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/s/ Cora Madsen *
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Cora Madsen
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/s/ Florian Schönharting*
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Florian Schönharting
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*By:
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/s/ James E. Dawson
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James E. Dawson, as attorney-in-fact
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