UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
MORPHIC HOLDING, INC.
(Name of Issuer)
Common Stock, Par Value $0.0001
(Title of Class of Securities)
61775R 10 5
(CUSIP Number)
Victoria A. Whyte
GlaxoSmithKline plc
980 Great West Road
Brentford, Middlesex TW8 9GS
England
Telephone: +44 (0)208 047 5000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 23, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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.
| Cusip No. 61775R 10 5 | 13D/A3 | Page 2 of 4 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GlaxoSmithKline plc |
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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. | SOURCE OF FUNDS (see instructions) WC |
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| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) X | |||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. |
SOLE VOTING POWER
1,431,551
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| 8. | SHARED VOTING POWER -0- | |||
| 9. | SOLE DISPOSITIVE POWER 1,431,551 | |||
| 10. | SHARED DISPOSITIVE POWER -0- |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,431,551 shares of Common Stock (1) |
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| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
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| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7% of the shares of Common Stock (2) |
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| 14. | TYPE OF REPORTING PERSON (see instructions) CO |
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| Footnotes: | ||||
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(1) Common Stock are held directly by S.R. One, Limited (“SR One”), an indirect, wholly-owned subsidiary of GlaxoSmithKline plc.
(2) Based upon 30,602,863 shares of the Issuer’s Common Stock outstanding as of May 6, 2020, as reported in the Issuer’s quarterly report for the quarter ending March 31, 2020 on the Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on May 6, 2020. | ||||
| Cusip No. 61775R 10 5 | 13D/A3 | Page 3 of 4 |
Item 1. Security and Issuer.
This Amendment No. 3 to Schedule 13D (this “Statement”) amends and supplements the statement on Schedule 13D originally filed on July 12, 2019 and amended on July 25, 2019 and February 18, 2020 (the “Schedule 13D”) with respect to the shares of common stock, par value $0.0001 per share (the “Common Stock”), of Morphic Holding, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 35 Gatehouse Drive, A2, Waltham, Massachusetts 02451. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.
Item 2. Identity and Background.
The response set forth in Item 2 of the Schedule 13D is hereby amended by deleting Schedule 1 in its entirety and replacing it with Schedule 1 attached.
Item 5. Interest in Securities of the Issuer.
The response set forth in Item 5 of the Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing it with the following:
(a), (b) The information contained in rows 7, 8, 9, 10, 11, and 13 on each of the cover pages of this Statement is incorporated by reference in its entirety into this Item 5.
(c) On June 23, 2020, S.R. One disposed an aggregate amount of 89,361 shares of Common Stock at a weighted average sale price of $27.5245 per share, sold in multiple transactions ranging from $27.50 to $28.49; an aggregate amount of 9,219 shares of Common Stock at a weighted average sale price of $28.9888 per share, sold in multiple transactions ranging from $28.50 to $29.49 and an aggregate amount of 3,641 shares of Common Stock at a weighted average sale price of $29.5074 per share, sold in multiple transactions ranging from $29.50 to $29.62. The dispositions were made in open market transactions through a broker on a national securities exchange.
(d) No person, other than GlaxoSmithKline plc, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by GlaxoSmithKline plc.
(e) The Reporting Person has ceased to be the beneficial owner of more than 5 percent of the Common Stock on June 23, 2020. Therefore, this is the final amendment to the Statement and an exit filing for the Reporting Person.
| Cusip No. 61775R 10 5 | 13D/A3 | Page 4 of 4 |
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: June 29, 2020
| GLAXOSMITHKLINE PLC | ||
| By: | /s/ Victoria A. Whyte | |
| Name: Victoria A. Whyte | ||
| Title: Authorized Signatory | ||
Annex A
|
Name |
Business Address |
Principal Occupation or Employment |
Citizenship |
| Board of Directors | |||
| Emma Walmsley | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Executive Director and Chief Executive Officer | British |
| Charles Bancroft | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Company Director
|
US |
| Manvinder Singh Banga | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Company Director
|
British & Indian
|
| Dr. Hal Barron |
269 E. Grand Avenue, South San Francisco, CA 94080
|
Chief Scientific Officer & President, R&D | US |
| Dr. Vivienne Cox | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | British |
| Lynn Elsenhans | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | US |
| Dr. Jesse Goodman | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | US |
| Dr Laurie Glimcher | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | US |
| Judy Lewent | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Company Director |
US
|
Annex A
|
Name |
Business Address |
Principal Occupation or Employment |
Citizenship |
| Iain MacKay | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Executive Director & Chief Financial Officer | British |
|
Urs Rohner
|
980 Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | Swiss |
| Sir Jonathan Symonds | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Chairman and Company Director | British |
| Corporate Executive Team | |||
| Emma Walmsley | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Executive Director and Chief Executive Officer | British |
| Dr. Hal Barron |
269 E. Grand Avenue, South San Francisco, CA 94080 |
Chief Scientific Officer & President, R&D
|
US |
| Roger Connor | 980 Great West Road Brentford Middlesex, England TW8 9GS |
President, Global Vaccines | Irish |
| Diana Conrad | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Senior Vice President, Human Resources | Canadian |
| James Ford | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Senior Vice President & General Counsel | British & US |
| Nick Hirons | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Senior Vice President, Global Ethics and Compliance | British & US |
Annex A
| Sally Jackson | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Senior Vice President, Global Communications and CEO Office | British |
| Iain MacKay | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Executive Director & Chief Financial Officer | British |
| Brian McNamara | 184 Liberty Corner Road Warren NJ, 07059 |
Chief Executive Officer, GSK Consumer Healthcare | US |
|
Luke Miels
|
980 Great West Road Brentford Middlesex, England TW8 9GS |
President, Global Pharmaceuticals | Australian |
| David Redfern | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Chief Strategy Officer | British |
| Regis Simard | 980 Great West Road Brentford Middlesex, England TW8 9GS |
President Pharmaceutical Supply Chain | French & British |
| Karenann Terrell | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Chief Digital and Technology Officer | Canadian |
| Philip Thomson | 980 Great West Road Brentford Middlesex, England TW8 9GS |
President, Global Affairs | British |
| Deborah Waterhouse | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Chief Executive Officer of ViiV Healthcare | British |