Statement of Ownership (sc 13g)
February 13 2017 - 4:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
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PROTEOSTASIS THERAPEUTICS, INC.
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(Name of Issuer)
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Common Stock, $0.001 par value
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(Title of Class of Securities)
(CUSIP Number)
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ 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 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).
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CUSIP No. 74373B109
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13G
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Page 2 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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Perrigo Company plc
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Ireland
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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2,908,067
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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2,908,067
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,908,067
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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11.7% (based on 24,960,243 shares of common stock of the Issuer outstanding as of November 8, 2016 as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2016)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO, HC
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CUSIP No. 74373B109
|
13G
|
Page 3 of 10 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Perrigo Holdings Ltd.
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)
☐
|
|
|
|
(b)☐
|
|
|
|
3
|
SEC USE ONLY
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|
|
|
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4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Ireland
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
|
2,908,067
|
|
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
2,908,067
|
|
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,908,067
|
|
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
☐
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
11.7% (based on 24,960,243 shares of common stock of the Issuer outstanding as of November 8, 2016 as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2016)
|
|
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
|
|
|
|
|
|
CUSIP No. 74373B109
|
13G
|
Page 4 of 10 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Perrigo Pharma International DAC
|
|
|
|
|
|
|
2
|
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
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Ireland
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
|
2,908,067
|
|
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
2,908,067
|
|
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,908,067
|
|
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
☐
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
11.7% (based on 24,960,243 shares of common stock of the Issuer outstanding as of November 8, 2016 as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2016)
|
|
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
|
|
|
|
|
|
CUSIP No. 74373B109
|
13G
|
Page 5 of 10 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Perrigo Corporation Ltd.
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)
☐
|
|
|
|
(b)☐
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Ireland
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
|
2,908,067
|
|
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
2,908,067
|
|
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,908,067
|
|
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
☐
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
11.7% (based on 24,960,243 shares of common stock of the Issuer outstanding as of November 8, 2016 as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2016)
|
|
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
|
|
|
|
|
|
CUSIP No. 74373B109
|
13G
|
Page 6 of 10 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Perrigo Science One Ltd.
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)
☐
|
|
|
|
(b)☐
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Ireland
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
|
2,908,067
|
|
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
2,908,067
|
|
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,908,067
|
|
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
☐
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
11.7% (based on 24,960,243 shares of common stock of the Issuer outstanding as of November 8, 2016 as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2016)
|
|
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
|
|
|
|
|
Item 1. (a)
Name of Issuer
Proteostasis Therapeutics, Inc.
Item 1. (b)
Address of Issuer’s Principal Executive Offices
200 Technology Square, 4
th
Floor
Cambridge, Massachusetts 02139
Item 2. (a)
Name of Person Filing
Perrigo Company plc
Perrigo Holdings Ltd.
Perrigo Pharma International DAC
Perrigo Corporation Ltd.
Perrigo Science One Ltd.
Item 2.
(b)
Address of Principal Business Office or, if None, Residence
Perrigo Company plc
Perrigo Holdings Ltd.
Perrigo Pharma International DAC
Perrigo Corporation Ltd.
Perrigo Science One Ltd.
Treasury Building,
Lower Grand Canal Street
Dublin 2, Ireland
Item 2.
(c)
Citizenship
Perrigo Company plc is incorporated under the laws of Ireland.
Perrigo Holdings Ltd. is incorporated under the laws of Ireland.
Perrigo Pharma International DAC is incorporated under the laws of Ireland.
Perrigo Corporation Ltd. is incorporated under the laws of Ireland.
Perrigo Science One Ltd. is incorporated under the laws of Ireland.
Item 2. (d)
Title
of Class of Securities
Common Stock, $0.001 par value
Item 2.
(e)
CUSIP Number
Not Applicable.
Item 4.
Ownership
|
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(a)
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Amount beneficially owned: See Item 9 of the attached cover pages.
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(b)
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Percent of class: See Item 11 of the attached cover pages.
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(c)
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Number of shares as to which the person has:
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(i)
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sole power to vote or to direct the vote: See Item 5 of the attached cover pages.
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(ii)
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shared power to vote or to direct the vote: See Item 6 of the attached cover pages.
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(iii)
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sole power to dispose or to direct the disposition of: See Item 7 of the attached cover pages.
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(iv)
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shared power to dispose or to direct the disposition of: See Item 8 of the attached cover pages.
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Item 5.
Ownership
of Five Percent or Less of a Class
Not Applicable.
Item 6.
Ownership
of More than Five 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
See Exhibit 99.1
Item 8.
Identification
and Classification of Members of the Group
Not Applicable.
Item 9.
Notice
of Dissolution of Group
Not Applicable.
Item 10.
Certification
Not Applicable to filing pursuant to Rule 13d-1(d).
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: February 13, 2017
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PERRIGO COMPANY PLC
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By:
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/s/ Todd W. Kingma
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Name: Todd W. Kingma
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Title: Secretary
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PERRIGO HOLDINGS LTD.
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By:
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/s/ Todd W. Kingma
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Name: Todd W. Kingma
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Title: Secretary
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PERRIGO PHARMA INTERNATIONAL DAC
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By:
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/s/ Todd W. Kingma
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Name: Todd W. Kingma
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Title: Director
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PERRIGO CORPORATION LTD.
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By:
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/s/ Todd W. Kingma
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Name: Todd W. Kingma
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Title: Secretary
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PERRIGO SCIENCE ONE LTD.
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By:
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/s/ Todd W. Kingma
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Name: Todd W. Kingma
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Title: Secretary
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