SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Celladon Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

15117E 107

(CUSIP Number)

December 31, 2015

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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. 15117E 107

13G

 

 

 

1.

Names of Reporting Persons
Novartis Bioventures Ltd.

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Bermuda

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
-0-

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

2



 

CUSIP No. 15117E 107

13G

 

 

 

1.

Names of Reporting Persons
Novartis AG

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Switzerland

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
-0-

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

3



 

Item 1(a).

Name of Issuer:
Celladon Corporation

Item 1(b).

Address of Issuer’s Principal Executive Offices:
11988 El Camino Real, Suite 650, San Diego, CA 92130.

 

Item 2(a).

Name of Person Filing:

Novartis Bioventures Ltd.

Novartis AG

Item 2(b).

Address of Principal Business Office or, if none, Residence:
The address of the principal business office of Novartis Bioventures Ltd (“Novartis Bioventures”) is 131 Front Street, Hamilton, Bermuda HM12.

The address of the principal business office of Novartis AG is Lichtstrasse 35, 4056 Basel, Switzerland.

Item 2(c).

Citizenship:
Novartis Bioventures is a corporation organized under the laws of Bermuda and is an indirect wholly-owned subsidiary of Novartis AG.

Novartis AG is a corporation organized under the laws of Switzerland and is the publicly owned parent of Novartis Bioventures.

Item 2(d).

Title of Class of Securities:
Common Stock, par value $0.001 per share (“Common Stock”).

Item 2(e).

CUSIP Number:
15117E 107

 

Item 3.

 

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

o

Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§240.13d–1(b)(1)(ii)(J), please specify the type of institution:          

 

4



 

Item 4.

Ownership

 

 

(a)

Amount beneficially owned:   

Novartis Bioventures is the record owner of 0 shares of Common Stock of the Issuer.

 

(b)

Percent of class:   

0.0%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

-0-

 

 

(ii)

Shared power to vote or to direct the vote:    

-0-

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

-0-

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

-0-

 

Item 5.

Ownership of 5 Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 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 a Group

Not Applicable

 

5



 

Item 10.

Certification

Each of the Reporting Persons hereby makes the following certification:

 

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 were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

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:  January 6, 2016

 

 

NOVARTIS BIOVENTURES LTD.

 

 

 

/s/ Simon Zivi

 

Name: Simon Zivi

 

Title: Chairman

 

 

 

 

 

/s/ Laurieann Chaikowsky

 

Name: Laurieann Chaikowsky

 

Title: Authorized Signatory

 

 

 

 

 

NOVARTIS AG

 

 

 

/s/ Simon Zivi

 

Name: Simon Zivi

 

Title: Authorized Signatory

 

 

 

 

 

/s/ David Middleton

 

Name: David Middleton

 

Title: Authorized Signatory

 

6



 

INDEX EXHIBIT

 

SCHEDULE 13G

 

Exhibit Number

 

Exhibit Description

 

 

 

99.1

 

Evidence of Signature Authority

 

 

 

99.2

 

Power of Attorney

 

 

 

99.3

 

Joint Filing Agreement

 

7




EXHIBIT 99.1

 

EVIDENCE OF SIGNATURE AUTHORITY

 

Excerpt from Commercial Register of Novartis AG

 

Identification number

Legal status

Entry

Cancelled

Carried CH-270.3.002.061-2

 

 

 

 

 

from:

1

CHE-103.867.266

Limited or Corporation

01.03.1996

 

on:

 

 

All entries

 

In

Ca

Business name

Ref

Legal seat

1

 

Novartis AG

1

Basel

1

2

(Novartis SA) (Novartis Ltd)

 

 

2

 

(Novartis SA) (Novartis Inc.)

 

 

 

CHE-103.867.266

Novartis AG

Basel

6

All entries

 

 

 

 

In

Mo

Ca

Personal Data

Function

Signature

 

 

13

 

 

Rupprecht, Peter, von Basel, in Aesch BL, in Reinach BL

 

 

joint signature at two

 

 

CHE-103.867.266

Novartis AG

Basel

7

All entries

 

 

 

 

In

Mo

Ca

Personal Data

Function

Signature

 

 


51

 

Heynen, Bruno, von Bellach und Ausserberg, in Solothum

 

joint signature at two

 

 




EXHIBIT 99.2

 

POWER OF ATTORNEY

 

We, the undersigned, under the authority granted to each of us to sign jointly on behalf of Novartis AG, hereby grant powers to Simon Zivi, Rebecca White, Michael Jones, David Middleton, Bart Dzikowski, Lauren Silverman, and Reinhard Ambros and constitute and appoint any two of them jointly as our true and lawful attorneys and representatives and to act on our behalf and to sign filings to be made with the U.S. Securities and Exchange Commission (the “SEC”) relating to the shares of Celladon Corporation held by Novartis BioVentures, Ltd, an indirect subsidiary of Novartis AG, as required by the SEC (the “SEC Filings”), and to undertake and carry out all tasks and formalities on our behalf which may be required in connection with giving effect to the SEC Filings.

 

We, the undersigned, undertake to ratify and confirm whatever our true and lawful attorneys do or purport to do in good faith in the exercise of any power conferred by this Power of Attorney.

 

We, the undersigned, declare that a person who deals with our true and lawful attorneys in good faith may accept a written statement signed by such attorneys to the effect that this Power of Attorney has not been revoked as conclusive evidence of that fact.

 

The authority granted by this Power of Attorney shall expire immediately after the SEC Filings are no longer required.

 

IN WITNESS WHEREOF, this Power of Attorney is duly signed on this 13 day of November 2013.

 

 

 

NOVARTIS AG

 

 

 

/s/ Peter Rupprecht

 

Name: Peter Rupprecht

 

Title: Authorized Signatory

 

 

 

 

 

/s/ Bruno Heynen

 

Name: Bruno Heynen

 

Title: Authorized Signatory

 




EXHIBIT 99.3

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Celladon Corporation, a Delaware corporation and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

 

This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute one agreement.

 

In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of January 6, 2016.

 

 

NOVARTIS BIOVENTURES LTD.

 

 

 

/s/ Simon Zivi

 

Name: Simon Zivi

 

Title: Chairman

 

 

 

 

 

/s/ Laurieann Chaikowsky

 

Name: Laurieann Chaikowsky

 

Title: Authorized Signatory

 

 

 

 

 

NOVARTIS AG

 

 

 

/s/ Simon Zivi

 

Name: Simon Zivi

 

Title: Authorized Signatory

 

 

 

 

 

/s/ David Middleton

 

Name: David Middleton

 

Title: Authorized Signatory

 


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