Genocea Biosciences
GENOCEA BIOSCIENCES, INC. (Form: SC 13D/A, Received: 02/13/2018 16:48:21)

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)*

GENOCEA BIOSCIENCES, INC.

(Name of Issuer)

Common Stock, Par Value $0.001

(Title of Class of Securities)

372427 10 4

(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)

January 19, 2018

(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. 372427 10 4 13D/A3 Page 2 of 8

 

         
1.   NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

GlaxoSmithKline plc
   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ☐
(b)    ☐
   
3.   SEC USE ONLY
 
   
4.   SOURCE OF FUNDS (see instructions)
 
WC
   
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
England and Wales
   

 

         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.   SOLE VOTING POWER
 
 2,121,668
  8.   SHARED VOTING POWER
 
-0-
  9.   SOLE DISPOSITIVE POWER
 
2,121,668
  10.   SHARED DISPOSITIVE POWER
 
-0-

 

         
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,121,668 (1)
   
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ☐
   
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.6 %(2)
   
14.   TYPE OF REPORTING PERSON (see instructions)

 CO
   
Footnotes:        
(1)           Shares of Common Stock (as defined herein) are held of record by S.R. One, Limited, an indirect, wholly-owned subsidiary of the Reporting Person.

(2) Based on 82,069,164 shares of the Common Stock outstanding as of January 19, 2018, upon the closing of the Issuer’s offering of Common Stock, as reported in the Issuer’s prospectus dated January 17, 2018 (the “Final Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) on January 18, 2018 pursuant to Rule 424(b)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

 

 

 

Cusip No. 372427 10 4 13D/A3 Page 3 of 8

 

This Amendment No. 3 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on February 14, 2014, as subsequently amended by Amendment No. 1 filed on March 17, 2015 and Amendment No. 2 filed on August 3, 2015 (the “Schedule 13D”) and as amended by this Amendment No. 3, the “Statement”, with respect to the shares of common stock, par value $0.001 per share (the “Common Stock”) of Genocea Biosciences, Inc., a Delaware corporation (the “Issuer”). GlaxoSmithKline plc is filing this amendment to reflect its new percentage beneficial ownership in the Issuer, which has decreased as a result of an increase in the Issuer’s Common Stock outstanding. The Issuer’s principal executive offices are located at 100 Acorn Park Drive, Cambridge, Massachusetts 02140. 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 hereto as well as deleting the second paragraph in its entirety and replacing it with the following:

 

On September 30, 2016, GlaxoSmithKline plc agreed to a settlement with the SEC relating to an investigation into the commercial practices of certain subsidiaries of GlaxoSmithKline plc in China. The SEC’s order found that GlaxoSmithKline plc violated the internal controls and books and records provisions of the U.S. Foreign Corrupt Practices Act (the “FCPA”). GlaxoSmithKline plc consented to the order without admitting or denying the findings, and agreed to pay a $20 million civil penalty. GlaxoSmithKline plc also agreed to provide status reports to the SEC for the next two years on its remediation and implementation of anti-corruption compliance measures.

Other than as set forth above in this Item 2, during the last five years prior to the date hereof, neither GlaxoSmithKline plc nor, to the best knowledge of GlaxoSmithKline plc, any of the other persons with respect to whom information is given in response to this Item 2 has been convicted in a criminal proceeding or been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Item 5. Interest in Securities of the Issuer.

 

The response set forth in Items 5 (a) and (b) of the Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing it with the following:

 

a. GlaxoSmithKline plc beneficially owns 2,121,668 shares of Common Stock, which represents 2.6% of the Common Stock outstanding, based on 82,069,164 shares of Common Stock outstanding as of January 19, 2018, upon the closing of the Issuer’s offering of Common Stock, as reported in the Final Prospectus.

 

b. GlaxoSmithKline plc has the sole power to vote or direct the vote, and the sole power to dispose or to direct the disposition of all 2,121,668 shares of Common Stock described in Item 5a above.

 

b. The Reporting Person has ceased to be the beneficial owner of more than five percent of the Common Stock. Therefore, this is the final amendment to the Statement and an exit filing for the Reporting Person.

 

Cusip No. 372427 10 4 13D/A3 Page 4 of 8

 

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: February 13, 2018

GLAXOSMITHKLINE PLC

By: /s/ Victoria A. Whyte    

Name: Victoria A. Whyte
Title: Authorized Signatory

 

Cusip No. 372427 10 4 13D/A3 Page 5 of 8

 

SCHEDULE 1

 

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
Professor Sir Roy Anderson 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director British
Manvinder Singh Banga 980 Great West Road
Brentford
Middlesex, England
TW8 9GS

Company Director

 

Indian

 

Dr. Vivienne Cox 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director British
Simon Dingemans 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Executive Director and Chief Financial Officer 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

 

Cusip No. 372427 10 4 13D/A3 Page 6 of 8

 

Sir Philip Hampton 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Chairman and Company Director British
Judy Lewent 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director

US

 

Urs Rohner

 

980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director Swiss
Dr. Hal Barron The Navy Yard
5 Crescent Drive
Philadelphia, PA
19112
Chief Scientific Officer & President, R&D US
Dr. Patrick Vallance 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Outgoing President, R&D British

 

Corporate Executive Team        
Emma Walmsley 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Executive Director and Chief Executive Officer British  
Roger Connor 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
President, Global Manufacturing & Supply Irish  
Luc Debruyne 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
President, Global Vaccines Belgian  

 

Cusip No. 372427 10 4 13D/A3 Page 7 of 8

 

Simon Dingemans 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Executive Director and Chief Financial Officer British
Nick Hirons 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Senior Vice President, Global Ethics and Compliance British & US
Brian McNamara 184 Liberty Corner Road
Warren
NJ, 07059
Chief Executive Officer, GSK Consumer Healthcare US
David Redfern 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Chief Strategy Officer British
Karenann Terrell 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Chief Digital and Technology Officer US
Claire Thomas 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Senior Vice President,
Human Resources
British
Philip Thomson 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
President,  Global Affairs British
Daniel Troy The Navy Yard
5 Crescent Drive
Philadelphia, PA
19112
Senior Vice President & General Counsel US
Luke Miels 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
President, Global Pharmaceuticals Australian
Dr. Hal Barron The Navy Yard
5 Crescent Drive
Philadelphia, PA
19112

Chief Scientific Officer & President, R&D

 

US

 

Cusip No. 372427 10 4 13D/A3 Page 8 of 8

 

Dr. Patrick Vallance 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Outgoing President, R&D British