(Amendment No. 2)*
Alexandra A. Toohey
Baker Bros. Advisors LP
(Name, address and telephone number of person
authorized to receive notices and communications)
*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 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. 50015M109
|
|
Page 2 of 11 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Baker Bros. Advisors LP
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
¨
(b)
¨
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS*
OO
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER: 11,574,537 (1)
|
8.
|
SHARED VOTING POWER: 0
|
9.
|
SOLE DISPOSITIVE POWER: 11,574,537 (1)
|
10.
|
SHARED DISPOSITIVE POWER: 0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 11,574,537 (1)
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.3% (1)(2)
|
14.
|
TYPE OF REPORTING PERSON*
IA, PN
|
(1) Includes 149,999 shares of common stock of Kodiak
Sciences Inc. (the “Issuer”) underlying 149,999 warrants with an exercise price of $0.01 expiring August 11, 2022 (“2022
Warrants”).
(2) Based on 43,908,997 shares of common stock of
the Issuer (“Common Stock”) outstanding as of the close of the underwritten public offering (“the Offering”)
as reported in the Prospectus filed by the Issuer with the Securities and Exchange Commission (“SEC”) on December 4,
2019.
CUSIP No. 50015M109
|
|
Page 3 of 11 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Baker Bros. Advisors (GP) LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
¨
(b)
¨
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS*
OO
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER: 11,574,537 (1)
|
8.
|
SHARED VOTING POWER: 0
|
9.
|
SOLE DISPOSITIVE POWER: 11,574,537 (1)
|
10.
|
SHARED DISPOSITIVE POWER: 0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11,574,537 (1)
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.3% (1)(2)
|
14.
|
TYPE OF REPORTING PERSON*
HC, OO
|
(1) Includes 149,999 shares of common stock of the
Issuer underlying 149,999 2022 Warrants.
(2) Based on 43,908,997 shares of Common Stock outstanding
as of the close of the Offering as reported in the Prospectus filed by the Issuer with the SEC on December 4, 2019.
CUSIP No. 50015M109
|
|
Page 4 of 11 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Felix J. Baker
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
¨
(b)
¨
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS*
OO
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER:
11,574,537 (1)
|
8.
|
SHARED VOTING POWER:
|
9.
|
SOLE DISPOSITIVE POWER: 11,574,537 (1)
|
10.
|
SHARED DISPOSITIVE POWER:
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
11,574,537 (1)
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.3% (1)(2)
|
14.
|
TYPE OF REPORTING PERSON*
IN, HC
|
(1) Includes 149,999 shares of common stock of the
Issuer underlying 149,999 2022 Warrants.
(2) Based on 43,908,997 shares of Common Stock outstanding
as of the close of the Offering as reported in the Prospectus filed by the Issuer with the SEC on December 4, 2019.
CUSIP No. 50015M109
|
|
Page 5 of 11 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Julian C. Baker
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
¨
(b)
¨
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS*
OO
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER:
11,574,537 (1)
|
8.
|
SHARED VOTING POWER
|
9.
|
SOLE DISPOSITIVE POWER: 11,574,537 (1)
|
10.
|
SHARED DISPOSITIVE POWER:
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11,574,537 (1)
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.3% (1)(2)
|
14.
|
TYPE OF REPORTING PERSON*
IN, HC
|
(1)
Includes 149,999 shares of common stock of the Issuer underlying 149,999 2022 Warrants.
(2) Based on 43,908,997 shares of Common Stock outstanding
as of the close of the Offering as reported in the Prospectus filed by the Issuer with the SEC on December 4, 2019.
Amendment No. 2
This Amendment No. 2 to Schedule 13D amends and supplements
the previously filed Schedules 13D filed by Baker Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors (GP) LLC
(the “Adviser GP”), Julian C. Baker and Felix J. Baker (collectively the “Reporting Persons”). Except as
supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect.
The Adviser GP is the sole general partner of the Adviser. Pursuant
to the management agreements, as amended, among the Adviser, Baker Brothers Life Sciences, L.P. (“Life Sciences”) and
667, L.P. (“667”, and together with Life Sciences, the “Funds”), and their respective general partners,
the Funds’ respective general partners relinquished to the Adviser all discretion and authority with respect to the investment
and voting power over securities held by the Funds, and thus the Adviser has complete and unlimited discretion and authority with
respect to the Funds’ investments and voting power over investments.
All capitalized terms contained herein but not otherwise defined
shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall
be deemed incorporated by reference in all other items, as applicable.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Item 3 of this Schedule 13D is supplemented and superseded,
as the case may be, as follows:
The disclosure regarding the purchases in Item 5(c) below is
incorporated herein by reference.
|
Item 4.
|
Purpose of the Transaction.
|
Item 4 of this Schedule 13D is supplemented and superseded,
as the case may be, as follows:
The Funds hold securities of Kodiak Sciences Inc. (the “Issuer”)
for investment purposes. The Reporting Persons or their affiliates may purchase additional securities or dispose of securities
in varying amounts and at varying times depending upon the Reporting Persons’ continuing assessments of pertinent factors,
including the availability of shares of Common Stock or other securities for purchase at particular price levels, the business
prospects of the Issuer, other business investment opportunities, economic conditions, stock market conditions, money market conditions,
the attitudes and actions of the board of directors of the Issuer (the “Board”) and management of the Issuer, the availability
and nature of opportunities to dispose of securities of the Issuer and other plans and requirements of the particular entities.
The Reporting Persons may discuss items of mutual interest with the Issuer, which could include items in subparagraphs (a) through
(j) of Item 4 of Schedule 13D.
Depending upon their assessments of the above factors, the Reporting
Persons or their affiliates may change their present intentions as stated above and they may assess whether to make suggestions
to the management of the Issuer regarding financing, and whether to acquire additional securities of the Issuer (by means of open
market purchases, privately negotiated purchases, exercise some of all of the Stock Options (defined in Item 5), exercise of some
or all of the 2022 Warrants (defined in Item 5), or otherwise) or to dispose of some or all of the securities of the Issuer under
their control.
Except as otherwise disclosed herein, at the present time, the
Reporting Persons do not have any plans or proposals with respect to any extraordinary corporate transaction involving the Issuer
including, without limitation, those matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
|
ITEM 5.
|
Interest in Securities of the Issuer.
|
Item 5 of this Schedule 13D is hereby amended and restated in
its entirety as follows:
(a) and (b) Items 7 through 11 and 13 of each of the cover pages
of this Amendment No. 2 are incorporated herein by reference.
Set forth below is the aggregate number of shares of Common
Stock directly held by each of the Funds, which may be deemed to be indirectly beneficially owned by the Reporting Persons, as
well as the shares of Common Stock that may be acquired upon exercise of warrants to purchase Common Stock at an exercise price
of $.01 per share with an expiration date of August 11, 2022 (the “2022 Warrants”).
Holder
|
|
Common Stock
|
|
|
2022 Warrants
|
|
667, L.P.
|
|
|
959,561
|
|
|
|
11,184
|
|
Baker Brothers Life Sciences, L.P.
|
|
|
10,464,977
|
|
|
|
138,815
|
|
Total
|
|
|
11,424,538
|
|
|
|
149,999
|
|
The Adviser GP, Felix J. Baker and Julian C. Baker as managing
members of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the
Funds.
Felix J. Baker, a managing member of the Adviser GP, currently
serves on the Board. He is Chair of the Compensation Committee and serves on the Nominating/Governance Committee. Felix J. Baker
as compensation for his service on the Board, holds options to purchase shares of Common Stock of the Issuer (“Stock Options”).
Felix J. Baker holds 24,747 Stock Options with an exercise price of $10.13 per share, which will vest on the earlier of June 3,
2020 or one day prior to the next annual meeting of the Issuer. The policy of the Funds and the Adviser does not permit managing
members of the Adviser GP to receive compensation for serving as directors of the Issuer, and the Funds are instead entitled to
the pecuniary interest in any compensation received for their service.
(c) The following transactions in the Issuer’s Common
Stock were effected by the Funds noted below during the sixty days preceding the filing of this statement using working capital
of the applicable Fund. All purchase transactions were effected in the open market directly with a broker-dealer. Except as disclosed
herein or in any previous amendments to this Schedule 13D, none of the Reporting Persons or their affiliates has effected any other
transactions in securities of the Issuer during the past 60 days.
Name
|
Date
|
|
Number of Shares
|
|
Transaction
|
|
Price/Share
|
|
Footnote
|
667, L.P.
|
2/24/2020
|
|
164
|
|
Purchase
|
|
55.7734
|
|
1
|
Baker Brothers Life Sciences, L.P.
|
2/24/2020
|
|
1,813
|
|
Purchase
|
|
55.7734
|
|
1
|
667, L.P.
|
2/24/2020
|
|
8
|
|
Purchase
|
|
55.4525
|
|
|
Baker Brothers Life Sciences, L.P.
|
2/24/2020
|
|
92
|
|
Purchase
|
|
55.4525
|
|
|
667, L.P.
|
2/24/2020
|
|
912
|
|
Purchase
|
|
56.2471
|
|
2
|
Baker Brothers Life Sciences, L.P.
|
2/24/2020
|
|
10,121
|
|
Purchase
|
|
56.2471
|
|
2
|
667, L.P.
|
2/24/2020
|
|
523
|
|
Purchase
|
|
56.6215
|
|
3
|
Baker Brothers Life Sciences, L.P.
|
2/24/2020
|
|
5,804
|
|
Purchase
|
|
56.6215
|
|
3
|
667, L.P.
|
2/24/2020
|
|
1,921
|
|
Purchase
|
|
56.6881
|
|
4
|
Baker Brothers Life Sciences, L.P.
|
2/24/2020
|
|
21,301
|
|
Purchase
|
|
56.6881
|
|
4
|
667, L.P.
|
2/24/2020
|
|
323
|
|
Purchase
|
|
57.6204
|
|
5
|
Baker Brothers Life Sciences, L.P.
|
2/24/2020
|
|
3,577
|
|
Purchase
|
|
57.6204
|
|
5
|
667, L.P.
|
2/24/2020
|
|
642
|
|
Purchase
|
|
58.3861
|
|
6
|
Baker Brothers Life Sciences, L.P.
|
2/24/2020
|
|
7,122
|
|
Purchase
|
|
58.3861
|
|
6
|
667, L.P.
|
2/24/2020
|
|
612
|
|
Purchase
|
|
58.5434
|
|
7
|
Baker Brothers Life Sciences, L.P.
|
2/24/2020
|
|
6,788
|
|
Purchase
|
|
58.5434
|
|
7
|
667, L.P.
|
2/24/2020
|
|
777
|
|
Purchase
|
|
60.7727
|
|
8
|
Baker Brothers Life Sciences, L.P.
|
2/24/2020
|
|
8,623
|
|
Purchase
|
|
60.7727
|
|
8
|
667, L.P.
|
2/25/2020
|
|
1,298
|
|
Purchase
|
|
58.7987
|
|
9
|
Baker Brothers Life Sciences, L.P.
|
2/25/2020
|
|
14,402
|
|
Purchase
|
|
58.7987
|
|
9
|
667, L.P.
|
2/25/2020
|
|
1,267
|
|
Purchase
|
|
57.2187
|
|
10
|
Baker Brothers Life Sciences, L.P.
|
2/25/2020
|
|
14,051
|
|
Purchase
|
|
57.2187
|
|
10
|
667, L.P.
|
2/25/2020
|
|
13,164
|
|
Purchase
|
|
57.6840
|
|
11
|
Baker Brothers Life Sciences, L.P.
|
2/25/2020
|
|
145,994
|
|
Purchase
|
|
57.6840
|
|
11
|
667, L.P.
|
2/25/2020
|
|
1,319
|
|
Purchase
|
|
59.9851
|
|
12
|
Baker Brothers Life Sciences, L.P.
|
2/25/2020
|
|
14,631
|
|
Purchase
|
|
59.9851
|
|
12
|
667, L.P.
|
2/26/2020
|
|
811
|
|
Purchase
|
|
59.6089
|
|
13
|
Baker Brothers Life Sciences, L.P.
|
2/26/2020
|
|
8,989
|
|
Purchase
|
|
59.6089
|
|
13
|
667, L.P.
|
2/26/2020
|
|
7,460
|
|
Purchase
|
|
57.8190
|
|
14
|
Baker Brothers Life Sciences, L.P.
|
2/26/2020
|
|
82,740
|
|
Purchase
|
|
57.8190
|
|
14
|
1) The reported price is a weighted average price. These shares
were traded in multiple transactions at a prices ranging from $55.63 to $55.80. The Reporting Persons undertake to provide the
Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the “Staff”), upon
request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
(2) The reported price is a weighted average price. These
shares were traded in multiple transactions at prices ranging from $55.51 to $56.45. The Reporting Persons undertake to provide
the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded
at each separate price within the ranges set forth in this footnote.
(3) The reported price is a weighted average price. These shares
were traded in multiple transactions at prices ranging from $56.46 to $57.46. The Reporting Persons undertake to provide the Issuer,
any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate
price within the ranges set forth in this footnote.
(4) The reported price is a weighted average price. These shares
were traded in multiple transactions at prices ranging from $56.14 to $57.04. The Reporting Persons undertake to provide the Issuer,
any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate
price within the ranges set forth in this footnote.
(5) The reported price is a weighted average price. These shares
were traded in multiple transactions at prices ranging from $57.39 to $58.15. The Reporting Persons undertake to provide the Issuer,
any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate
price within the ranges set forth in this footnote.
(6) The reported price is a weighted average price. These shares
were traded in multiple transactions at prices ranging from $58.23 to $58.99. The Reporting Persons undertake to provide the Issuer,
any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate
price within the ranges set forth in this footnote.
(7) The reported price is a weighted average price. These shares
were traded in multiple transactions at prices ranging from $58.24 to $59.22. The Reporting Persons undertake to provide the Issuer,
any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate
price within the ranges set forth in this footnote.
(8) The reported price is a weighted average price. These shares
were traded in multiple transactions at prices ranging from $60.69 to $60.88. The Reporting Persons undertake to provide the Issuer,
any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate
price within the ranges set forth in this footnote.
(9) The reported price is a weighted average price. These shares
were traded in multiple transactions at prices ranging from $58.55 to $59.50. The Reporting Persons undertake to provide the Issuer,
any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate
price within the ranges set forth in this footnote.
(10) The reported price is a weighted average price. These shares
were traded in multiple transactions at prices ranging from $56.73 to $57.45. The Reporting Persons undertake to provide the Issuer,
any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate
price within the ranges set forth in this footnote.
(11) The reported price is a weighted average price. These shares
were traded in multiple transactions at prices ranging from $57.50 to $58.47. The Reporting Persons undertake to provide the Issuer,
any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate
price within the ranges set forth in this footnote.
(12) The reported price is a weighted average price. These shares
were traded in multiple transactions at prices ranging from $59.66 to $60.50. The Reporting Persons undertake to provide the Issuer,
any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate
price within the ranges set forth in this footnote.
(13) The reported price is a weighted average price. These shares
were traded in multiple transactions at prices ranging from $59.48 to $60.00. The Reporting Persons undertake to provide the Issuer,
any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate
price within the ranges set forth in this footnote.
(14) The reported price is a weighted average price. These shares
were traded in multiple transactions at prices ranging from $57.79 to $57.82. The Reporting Persons undertake to provide the Issuer,
any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate
price within the ranges set forth in this footnote.
(d) Certain securities of the Issuer are held directly by 667,
a limited partnership the sole general partner of which is Baker Biotech Capital, L.P., a limited partnership the sole general
partner of which is Baker Biotech Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the managing members of Baker Biotech
Capital (GP), LLC.
Certain securities of the Issuer are held directly by Life Sciences,
a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital, L.P., a limited partnership the
sole general partner of which is Baker Brothers Life Sciences Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the managing
members of Baker Brothers Life Sciences Capital (GP), LLC.
(e) Not applicable.
|
ITEM 6.
|
Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
|
Item 6 of this Schedule 13D is
hereby supplemented and superseded, as the case may be, as follows:
On February 3, 2020 the Adviser entered
into an assignment and assumption agreement with Edison ICAV, an Irish Collective Investment Asset-Management Vehicle, acting for
and on behalf of its sub-fund, the Essex Fund to assign all its rights, obligations, duties, title and interest under the Funding
Agreement dated December 1, 2019. The Essex Fund is wholly-owned by the Funds managed by the Adviser.
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.
February 26, 2020
|
BAKER BROS. ADVISORS LP
By: Baker Bros. Advisors (GP) LLC, its general partner
|
|
|
|
|
By:
|
/s/ Scott L. Lessing
|
|
|
Name: Scott L. Lessing
Title: President
|
|
BAKER BROS. ADVISORS (GP) LLC
|
|
|
|
|
By:
|
/s/ Scott L. Lessing
|
|
|
Name: Scott L. Lessing
Title: President
|
|
/s/ Julian C. Baker
|
|
Julian C. Baker
|
|
|
|
/s/ Felix J. Baker
|
|
Felix J. Baker
|