SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

FLEXION THERAPEUTICS, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

33938J106

(CUSIP Number)

Bjarne Graven Larsen

Novo A/S

Tuborg Havnevej 19

Hellerup, Denmark DK-2900

+45 3527 6592

Copy to:

B. Shayne Kennedy, Esq.

Latham & Watkins LLP

650 Town Center Drive, 20th Floor

Costa Mesa, CA 92626

Telephone: (714) 540-1235

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 24, 2015

(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 which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) 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 (the “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.: 33938J106  

 

  1.   

Name of Reporting Person:

 

Novo A/S

  2.  

Check the Appropriate Box if a Member of Group (See Instructions):

(a)  ¨        (b)  x

 

  3.  

SEC Use Only:

 

  4.  

Source of Funds:

 

WC

  5.  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ¨

 

  6.  

Citizenship or Place of Organization:

 

Denmark

Number of Shares Beneficially Owned By Each Reporting Person With:

 

     7.    

Sole Voting Power:

 

1,033,131

     8.   

Shared Voting Power:

 

0

     9.   

Sole Dispositive Power:

 

1,033,131

   10.   

Shared Dispositive Power:

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

1,033,131

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares:  ¨

 

13.  

Percent of Class Represented By Amount In Row (11):

 

4.8 % (1)

14.  

Type of Reporting Person:

 

CO

 

(1) Based upon 21,500,876 shares of the Issuer’s Common Stock outstanding as of August 4, 2015 reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 6, 2015.

 

2


This Amendment No. 3 amends the Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on February 26, 2014, as subsequently amended by Amendment No. 1 filed with the Commission on December 18, 2014 and Amendment No. 2 filed with the Commission on April 30, 2015 (as amended, the “Schedule”), to report the sale of shares by Novo A/S and that as of September 24, 2015 Novo A/S ceased to be the beneficial owner of more than five percent of the Issuer’s securities.

Except as specifically amended by this Amendment No. 3, each Item of the Schedule remains unchanged. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule.

 

Item 5. Interest in Securities of the Issuer

Item 5 is amended and replaced in its entirety as follows:

(a) Novo A/S beneficially owns 1,033,131 shares of Common Stock of the Issuer (the “Novo Shares”), representing approximately 4.8% of the Issuer’s outstanding Common Stock, based upon 21,500,876 shares of the Issuer’s Common Stock outstanding as of August 4, 2015 reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 6, 2015.

(b) Novo A/S is a Danish limited liability company wholly owned by the Novo Nordisk Foundation. Novo A/S, through its Board of Directors (the “Novo Board”), has the sole power to vote and dispose of the Novo Shares. The Novo Board, currently comprised of Sten Scheibye, Goran Ando, Jeppe Christiansen, Steen Riisgaard and Per Wold-Olsen, may exercise voting and dispositive control over the Novo Shares only with the support of a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Novo Shares. Except as described in this Amendment No. 2, neither the Foundation nor any person listed on Schedule I has the power to direct the vote as to, or the disposition of the Novo Shares.

(c) On September 24, 2015, Novo A/S sold 1,100,000 shares of the Issuer’s Common Stock to Morgan Stanley at a price of $21.75 per share. Other than this sale, Novo A/S has not effected any transactions in the Issuer’s Common Stock within the past 60 days and neither the Foundation nor any person listed on Schedule I has effected any transactions in the Issuer’s Common Stock within the past 60 days.

(d) Novo A/S does not know of any other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Issuer’s Common Stock held in the name of the Novo A/S and reported herein.

(e) On September 24, 2015, Novo A/S ceased to be the beneficial owner of 5% or more of the Issuer’s common stock.

 

3


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: September 28, 2015       Novo A/S
     

/s/ Bjarne Graven Larsen

      By: Bjarne Graven Larsen
      Its: Chief Financial Officer


Schedule I

Information regarding each director and executive officer of both Novo A/S and the Novo Nordisk Foundation is set forth below.

 

Novo A/S

Name, Title

  

Address

  

Principal Occupation

  

Citizenship

Sten Scheibye

Chairman of the Board

  

Rungsted Strandvej 197C

2960 Rungsted Kyst,

Denmark

   Professional Board Director    Denmark

Göran Ando

Director

  

Essex Woodlands

Berkeley Square House

Berkeley Square

London, W1J 6BD

United Kingdom

   Self-employed

Professional Board Director

   Sweden

Jeppe Christiansen

Director

  

Kollemose 37

2830 Virum

Denmark

   Chief Executive Officer

Fondsmaeglerselskabet

Maj Invest A/S

   Denmark

Steen Riisgaard

Director

  

Hestetangsvej 155

3520 Farum

Denmark

   Professional Board Director    Denmark

Per Wold-Olsen

Director

  

T7B22 Favray Court

Tigne Point

TP01

Malta

   Professional Board Director    Norway

Eivind Drachmann Kolding

Chief Executive Officer

  

Skovvangen 18

2920 Charlottenlund

Denmark

   Chief Executive Officer

Novo A/S

   Denmark

Bjarne Graven Larsen

Chief Financial Officer

  

Tuborg Havnepark 22, 3 t.h.

2900 Hellerup Denmark

   Chief Financial Officer

Novo A/S

   Denmark

Thomas Dyrberg

Managing Partner – Ventures

  

Bengtasvej 9 a

2900 Hellerup

Denmark

   Managing Partner -
Ventures, Novo A/S
   Denmark

Michael Shalmi

Managing Partner

Large Investments

  

Stigardsvej 4

2900 Hellerup

Denmark

   Head of Large Investments,
Novo A/S
   Denmark

Novo Nordisk Foundation

Name, Title

  

Address

  

Principal Occupation

  

Citizenship

Sten Scheibye

Chairman of the Board

  

Rungsted Strandvej 197C

2960 Rungsted Kyst

Denmark

   Professional Board Director    Denmark

Bo Ahrén

Professor

  

Merkuriusgatan 11

S-224 57 Lund

Sweden

   Professor of Medicine and
Pro Vice Chancellor, Lund
University, Lund, Sweden
   Sweden

Karsten Dybvad

Chief Executive Officer

  

Carl Baggers Alle 15

2920 Charlottenlund

Denmark

   Director General and Chief
Executive Officer

DI (Confederation of
Danish Industry)

   Denmark


Novo Nordisk Foundation

Name, Title

  

Address

  

Principal Occupation

  

Citizenship

Lars Fugger

Director

  

Staunton Road 72

OX3 7TP

Great Britain

   Professor, John Radcliffe Hospital

University of Oxford,
Oxford, Great Britain

   Denmark

Anne Marie Kverneland

Director

  

Nybrovej 216

2800 Kgs. Lyngby

Denmark

   Laboratory Technician

Novo Nordisk A/S

   Denmark

Lars Bo Køppler

Director

  

Anemonevej 7

3550 Slangerup

Denmark

   Technician

Novozymes A/S

   Denmark

Karen Lauberg Lauritsen

Director

  

Furesø Parkvej 53 2830 Virum

Denmark

   IT Architecture Specialist

Novo Nordisk A/S

   Denmark

Marianne Philip

Director

  

Tranegårdsvej 5

2900 Hellerup

Denmark

   Attorney    Denmark

Steen Riisgaard

Vice Chairman of the Board

  

Hestetangsvej 155 3520 Farum

Denmark

   Professional Board Director    Denmark

Birgitte Nauntofte

Chief Executive Officer

  

Engbakkevej 24

2920 Charlottenlund

Denmark

   Chief Executive Officer

Novo Nordisk Foundation

   Denmark