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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/29/20 Auven Therapeutics Holdings LP SC 13D 1:210K ADC Therapeutics SA Akin Gump Str… Office/FA A.T. Holdings II SARL Adc Products Switzerland SARL Auven Therapeutics General L.P. Auven Therapeutics GP Ltd. C.T. Phinco SARL Peter B. Corr Stephen Evans-Freke |
Document/Exhibit Description Pages Size 1: SC 13D Statement of Acquisition of Beneficial Ownership HTML 102K by a Non-Passive Investor
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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.
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1
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NAME OF REPORTING PERSON
A.T. Holdings II Sarl
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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||||
3
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SEC USE ONLY
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||||
4
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SOURCE OF FUNDS
WC
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
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||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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7
|
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SOLE VOTING POWER
0
|
||
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8
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SHARED VOTING POWER
23,593,730
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|||
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9
|
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SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
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SHARED DISPOSITIVE POWER
23,593,730
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|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
23,593,730
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||||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.4% (1)
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||||
14
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TYPE OF REPORTING PERSON
OO
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(1)
|
Based on 70,729,708 common shares of ADC Therapeutics SA (the “Issuer”) outstanding as of May 19, 2020, following the closing of the Issuer’s initial public offering, as reported in
the Issuer’s prospectus filed with the Securities and Exchange Commission (the “SEC”) on May 18, 2020, inclusive of the full exercise by the underwriters of the initial public offering of their option to purchase additional common shares.
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1
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NAME OF REPORTING PERSON
C.T. Phinco Sarl
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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||||
4
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SOURCE OF FUNDS
AF
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
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||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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7
|
|
SOLE VOTING POWER
23,593,730
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8
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SHARED VOTING POWER
0
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|||
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9
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SOLE DISPOSITIVE POWER
23,593,730
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|||
|
10
|
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SHARED DISPOSITIVE POWER
0
|
|||
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
23,593,730
|
||||
12
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.4% (1)
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||||
14
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TYPE OF REPORTING PERSON
OO
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(1)
|
Based on 70,729,708 common shares of the Issuer outstanding as of May 19, 2020, following the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus
filed with the SEC on May 18, 2020, inclusive of the full exercise by the underwriters of the initial public offering of their option to purchase additional common shares.
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1
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NAME OF REPORTING PERSON
ADC Products Switzerland Sarl
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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||||
3
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SEC USE ONLY
|
||||
4
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SOURCE OF FUNDS
WC
|
||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
7
|
|
SOLE VOTING POWER
0
|
||
|
8
|
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SHARED VOTING POWER
5,320,682
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|||
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9
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SOLE DISPOSITIVE POWER
0
|
|||
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10
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SHARED DISPOSITIVE POWER
5,320,682
|
|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,320,682
|
||||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5% (1)
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||||
14
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TYPE OF REPORTING PERSON
OO
|
(1)
|
Based on 70,729,708 common shares of the Issuer outstanding as of May 19, 2020, following the closing of the Issuer’s initial public offering, as reported in the Issuer’s
prospectus filed with the SEC on May 18, 2020, inclusive of the full exercise by the underwriters of the initial public offering of their option to purchase additional common shares.
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1
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NAME OF REPORTING PERSON
Auven Therapeutics Holdings L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||||
3
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SEC USE ONLY
|
||||
4
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SOURCE OF FUNDS
AF
|
||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
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7
|
|
SOLE VOTING POWER
0
|
||
|
8
|
|
SHARED VOTING POWER
23,593,730
|
|||
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
|
SHARED DISPOSITIVE POWER
23,593,730
|
|||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
23,593,730
|
||||
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||||
13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.4% (1)
|
||||
14
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TYPE OF REPORTING PERSON
PN
|
(1)
|
Based on 70,729,708 common shares of the Issuer outstanding as of May 19, 2020, following the closing of the Issuer’s initial public offering, as reported in the Issuer’s
prospectus filed with the SEC on May 18, 2020, inclusive of the full exercise by the underwriters of the initial public offering of their option to purchase additional common shares.
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1
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NAME OF REPORTING PERSON
Auven Therapeutics General L.P.
|
||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||||
3
|
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SEC USE ONLY
|
||||
4
|
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SOURCE OF FUNDS
AF
|
||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
6
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|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
7
|
|
SOLE VOTING POWER
0
|
||
|
8
|
|
SHARED VOTING POWER
23,593,730
|
|||
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
|
SHARED DISPOSITIVE POWER
23,593,730
|
|||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
23,593,730
|
||||
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.4% (1)
|
||||
14
|
|
TYPE OF REPORTING PERSON
PN
|
(1)
|
Based on 70,729,708 common shares of the Issuer outstanding as of May 19, 2020, following the closing of the Issuer’s initial public offering, as reported in the Issuer’s
prospectus filed with the SEC on May 18, 2020, inclusive of the full exercise by the underwriters of the initial public offering of their option to purchase additional common shares.
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1
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NAME OF REPORTING PERSON
Auven Therapeutics GP Ltd.
|
||||
2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||||
3
|
|
SEC USE ONLY
|
||||
4
|
|
SOURCE OF FUNDS
AF
|
||||
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
7
|
|
SOLE VOTING POWER
0
|
||
|
8
|
|
SHARED VOTING POWER
23,593,730
|
|||
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
|
SHARED DISPOSITIVE POWER
23,593,730
|
|||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
23,593,730
|
||||
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.4% (1)
|
||||
14
|
|
TYPE OF REPORTING PERSON
CO
|
(1)
|
Based on 70,729,708 common shares of the Issuer outstanding as of May 19, 2020, following the closing of the Issuer’s initial public offering, as reported in the Issuer’s
prospectus filed with the SEC on May 18, 2020, inclusive of the full exercise by the underwriters of the initial public offering of their option to purchase additional common shares.
|
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|
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|
1
|
|
NAME OF REPORTING PERSON
|
||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||||
3
|
|
SEC USE ONLY
|
||||
4
|
|
SOURCE OF FUNDS
AF
|
||||
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
6
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|
CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
7
|
|
SOLE VOTING POWER
0
|
||
|
8
|
|
SHARED VOTING POWER
23,593,730
|
|||
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
|
SHARED DISPOSITIVE POWER
23,593,730
|
|||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
23,593,730
|
||||
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.4% (1)
|
||||
14
|
|
TYPE OF REPORTING PERSON
IN
|
(1)
|
Based on 70,729,708 common shares of the Issuer outstanding as of May 19, 2020, following the closing of the Issuer’s initial public offering, as reported in the Issuer’s
prospectus filed with the SEC on May 18, 2020, inclusive of the full exercise by the underwriters of the initial public offering of their option to purchase additional common shares.
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||||
3
|
|
SEC USE ONLY
|
||||
4
|
|
SOURCE OF FUNDS
AF
|
||||
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
7
|
|
SOLE VOTING POWER
0
|
||
|
8
|
|
SHARED VOTING POWER
23,593,730
|
|||
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
|
SHARED DISPOSITIVE POWER
23,593,730
|
|||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
23,593,730
|
||||
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.4% (1)
|
||||
14
|
|
TYPE OF REPORTING PERSON
IN
|
(1)
|
Based on 70,729,708 common shares of the Issuer outstanding as of May 19, 2020, following the closing of the Issuer’s initial public offering, as reported in the Issuer’s
prospectus filed with the SEC on May 18, 2020, inclusive of the full exercise by the underwriters of the initial public offering of their option to purchase additional common shares.
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ITEM 1.
|
SECURITY AND ISSUER
|
ITEM 2.
|
IDENTITY AND BACKGROUND
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ITEM 3.
|
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
|
ITEM 4.
|
PURPOSE OF TRANSACTION
|
ITEM 5.
|
INTEREST IN SECURITIES OF THE ISSUER
|
Holder
|
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Total Number of Common Shares
|
A.T. Holdings II
|
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18,273,048 Common Shares, including 3,125 Common Shares (held by a nominee) over which A.T. Holdings II has voting and investment power
|
|
||
ADC Products
|
|
5,320,682 Common Shares
|
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ITEM 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
|
ITEM 7.
|
MATERIAL TO BE FILED AS EXHIBITS
|
Exhibit
|
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Description
|
99.1
|
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Agreement Regarding the Joint Filing of Schedule 13D by and among the Reporting Persons.
|
A.T. HOLDINGS II SÁRL
|
|||
By:
|
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Name:
|
|
||
Title:
|
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Managing Director
|
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By:
|
/s/ Peter B. Corr
|
||
Name:
|
|||
Title:
|
Managing Director
|
||
C.T. PHINCO SÁRL
|
|||
By:
|
|
||
Name:
|
|
||
Title:
|
|
Class A Manager
|
|
By:
|
/s/ Viktor Schuh
|
||
Name:
|
|||
Title:
|
Class B Manager
|
||
ADC PRODUCTS SWITZERLAND SÁRL
|
|||
By:
|
|
||
Name:
|
|
||
Title:
|
|
Managing Director
|
|
By:
|
/s/ Peter B. Corr
|
||
Name:
|
|||
Title:
|
Managing Director
|
||
AUVEN THERAPEUTICS HOLDINGS L.P.
|
|||
By:
By:
|
|
Auven Therapeutics General L.P., its general partner
Auven Therapeutics GP Ltd., its general partner
|
|
By:
|
|
||
Name:
|
|
||
Title:
|
|
Director
|
|
AUVEN THERAPEUTICS GENERAL L.P.
|
|||
By:
|
|
Auven Therapeutics GP Ltd., its general partner
|
|
By:
|
|
||
Name:
|
|
||
Title:
|
|
Director
|
|
AUVEN THERAPEUTICS GP LTD.
|
|||
By:
|
|
||
Name:
|
|
||
Title:
|
|
Director
|
|
By:
|
|
||
By:
|
|
/s/ Peter B. Corr
|
A.T. HOLDINGS II SÁRL
|
|||
By:
|
|
||
Name:
|
|
||
Title:
|
|
Managing Director
|
|
By:
|
/s/ Peter B. Corr
|
||
Name:
|
|||
Title:
|
Managing Director
|
||
C.T. PHINCO SÁRL
|
|||
By:
|
|
||
Name:
|
|
||
Title:
|
|
Class A Manager
|
|
By:
|
/s/ Viktor Schuh
|
||
Name:
|
|||
Title:
|
Class B Manager
|
||
ADC PRODUCTS SWITZERLAND SÁRL
|
|||
By:
|
|
||
Name:
|
|
||
Title:
|
|
Managing Director
|
|
By:
|
/s/ Peter B. Corr
|
||
Name:
|
|||
Title:
|
Managing Director
|
||
AUVEN THERAPEUTICS HOLDINGS L.P.
|
|||
By:
By:
|
|
Auven Therapeutics General L.P., its general partner
Auven Therapeutics GP Ltd., its general partner
|
|
By:
|
|
||
Name:
|
|
||
Title:
|
|
Director
|
|
AUVEN THERAPEUTICS GENERAL L.P.
|
|||
By:
|
|
Auven Therapeutics GP Ltd., its general partner
|
|
By:
|
|
||
Name:
|
|
||
Title:
|
|
Director
|
|
AUVEN THERAPEUTICS GP LTD.
|
|||
By:
|
|
||
Name:
|
|
||
Title:
|
|
Director
|
|
By:
|
|
||
By:
|
|
/s/ Peter B. Corr
|
This ‘SC 13D’ Filing | Date | Other Filings | ||
---|---|---|---|---|
6/30/22 | ||||
Filed on: | 5/29/20 | |||
5/19/20 | 6-K | |||
5/18/20 | 424B4 | |||
5/12/20 | CERT | |||
4/27/20 | F-1/A | |||
9/15/17 | ||||
List all Filings |