0000904454-20-000016 SC 13D/A 1 20200109 20200109 Stealth BioTherapeutics Corp 0001696396 2834 000000000 E9 1231 SC 13D/A 34 005-90943 20518580 190 ELGIN AVENUE GEORGE TOWN GRAND CAYMAN E9 KY1-9005 617-600-6888 190 ELGIN AVENUE GEORGE TOWN GRAND CAYMAN E9 KY1-9005 Nan Fung Group Holdings Ltd 0001782539 000000000 D8 SC 13D/A 23RD FLOOR, NAN FUNG TOWER 88 CONNAUGHT ROAD CENTRAL CENTRAL K3 00000 852-2521-7417 23RD FLOOR, NAN FUNG TOWER 88 CONNAUGHT ROAD CENTRAL CENTRAL K3 00000 SC 13D/A 1 s13da_010920-stealthbio.htm 13D/A FOR NAN FUNG RELATING TO THEIR INVESTMENT STEALTH BIO, SUBMITTED ON 1-9-2020 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) 1 Stealth BioTherapeutics Corp. (Name of Issuer) Ordinary Shares, $0.0003 par value (Title of Class of Securities) 85789A105 (CUSIP Number) Ben Yip James T. Lidbury, Esq. Nan Fung Trinity (HK) Limited Ropes & Gray Room 1701-1707 Nan Fung Tower 44th Floor, One Exchange Square 88 Connaught Road C & 173 Des Voeux Road 8 Connaught Place Central, Hong Kong Central, Hong Kong Tel. +852 3106 7898 Tel: +852 3664 6521 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 7, 2020 (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 the subject of this Schedule 13D, and is filing this schedule 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 for other parties to whom copies are to be sent. 1 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 (however, see the Notes). -------------------------------------------------------------------------------- CUSIP NO. 85789A105 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (VOLUNTARY) Nan Fung Group Holdings Limited (a) [ ] 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [ ] 3. SEC USE ONLY AF 4. SOURCE OF FUNDS [ ] 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) British Virgin Islands 6. CITIZENSHIP OR PLACE OF ORGANIZATION 0 7. SOLE VOTING NUMBER OF POWER SHARES BENEFICIALLY 20,240,817* OWNED BY 8. SHARED EACH VOTING REPORTING POWER PERSON 0 WITH 9. SOLE DISPOSITIVE POWER 20,240,817* 10. SHARED DISPOSITIVE POWER 20,240,817* 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON [ ] 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 4.8%** 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) CO 14. TYPE OF REPORTING PERSON * Consists of 20,240,817 Ordinary Shares directly held by Pivotal Beta Limited. See Item 2(a) of this Schedule 13D. ** Based on 420,357,503 Ordinary Shares outstanding following (a) the Issuer’s initial public offering, as reported in the Issuer’s prospectus on Form 424B4 dated February 14, 2019 and filed with the Securities and Exchange Commission (the “SEC”) on February 15, 2019 and (b) the underwriters’ partial exercise of the over-allotment option for such initial public offering on March 4, 2019, as disclosed in the Issuer’s Report on Form 6-K filed with the SEC on March 5, 2019. 2 -------------------------------------------------------------------------------- CUSIP NO. 85789A105 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (VOLUNTARY) NF Investment Holdings Limited (a) [ ] 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [ ] 3. SEC USE ONLY AF 4. SOURCE OF FUNDS [ ] 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) British Virgin Islands 6. CITIZENSHIP OR PLACE OF ORGANIZATION 0 7. SOLE VOTING NUMBER OF POWER SHARES BENEFICIALLY 20,240,817* OWNED BY 8. SHARED EACH VOTING REPORTING POWER PERSON 0 WITH 9. SOLE DISPOSITIVE POWER 20,240,817* 10. SHARED DISPOSITIVE POWER 20,240,817* 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON [ ] 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 4.8%** 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) CO 14. TYPE OF REPORTING PERSON * Consists of 20,240,817 Ordinary Shares directly held by Pivotal Beta Limited. See Item 2(a) of this Schedule 13D. ** Based on 420,357,503 Ordinary Shares outstanding following (a) the Issuer’s initial public offering, as reported in the Issuer’s prospectus on Form 424B4 dated February 14, 2019 and filed with the SEC on February 15, 2019 and (b) the underwriters’ partial exercise of the over-allotment option for such initial public offering on March 4, 2019, as disclosed in the Issuer’s Report on Form 6-K filed with the SEC on March 5, 2019. 3 -------------------------------------------------------------------------------- CUSIP NO. 85789A105 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (VOLUNTARY) Permwell Management Limited (a) [ ] 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [ ] 3. SEC USE ONLY WC 4. SOURCE OF FUNDS [ ] 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) British Virgin Islands 6. CITIZENSHIP OR PLACE OF ORGANIZATION 0 7. SOLE VOTING NUMBER OF POWER SHARES BENEFICIALLY 0 OWNED BY 8. SHARED EACH VOTING REPORTING POWER PERSON 0 WITH 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 0%* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) CO 14. TYPE OF REPORTING PERSON * Based on 420,357,503 Ordinary Shares outstanding following (a) the Issuer’s initial public offering, as reported in the Issuer’s prospectus on Form 424B4 dated February 14, 2019 and filed with the SEC on February 15, 2019 and (b) the underwriters’ partial exercise of the over-allotment option for such initial public offering on March 4, 2019, as disclosed in the Issuer’s Report on Form 6-K filed with the SEC on March 5, 2019. 4 -------------------------------------------------------------------------------- CUSIP NO. 85789A105 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (VOLUNTARY) Grand Epoch Holdings Limited (a) [ ] 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [ ] 3. SEC USE ONLY AF 4. SOURCE OF FUNDS [ ] 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) British Virgin Islands 6. CITIZENSHIP OR PLACE OF ORGANIZATION 0 7. SOLE VOTING NUMBER OF POWER SHARES BENEFICIALLY 20,240,817* OWNED BY 8. SHARED EACH VOTING REPORTING POWER PERSON 0 WITH 9. SOLE DISPOSITIVE POWER 20,240,817* 10. SHARED DISPOSITIVE POWER 20,240,817* 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON [ ] 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 4.8%** 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) CO 14. TYPE OF REPORTING PERSON * Such Ordinary Shares are directly held by Pivotal Beta Limited. See Item 2(a) of this Schedule 13D. ** Based on 420,357,503 Ordinary Shares outstanding following (a) the Issuer’s initial public offering, as reported in the Issuer’s prospectus on Form 424B4 dated February 14, 2019 and filed with the SEC on February 15, 2019 and (b) the underwriters’ partial exercise of the over-allotment option for such initial public offering on March 4, 2019, as disclosed in the Issuer’s Report on Form 6-K filed with the SEC on March 5, 2019. 5 -------------------------------------------------------------------------------- CUSIP NO. 85789A105 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (VOLUNTARY) Eternal Sky Holdings Limited (a) [ ] 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [ ] 3. SEC USE ONLY AF 4. SOURCE OF FUNDS [ ] 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) British Virgin Islands 6. CITIZENSHIP OR PLACE OF ORGANIZATION 0 7. SOLE VOTING NUMBER OF POWER SHARES BENEFICIALLY 20,240,817* OWNED BY 8. SHARED EACH VOTING REPORTING POWER PERSON 0 WITH 9. SOLE DISPOSITIVE POWER 20,240,817* 10. SHARED DISPOSITIVE POWER 20,240,817* 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON [ ] 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 4.8%** 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) CO 14. TYPE OF REPORTING PERSON * Such Ordinary Shares are directly held by Pivotal Beta Limited. See Item 2(a) of this Schedule 13D. ** Based on 420,357,503 Ordinary Shares outstanding following (a) the Issuer’s initial public offering, as reported in the Issuer’s prospectus on Form 424B4 dated February 14, 2019 and filed with the SEC on February 15, 2019 and (b) the underwriters’ partial exercise of the over-allotment option for such initial public offering on March 4, 2019, as disclosed in the Issuer’s Report on Form 6-K filed with the SEC on March 5, 2019. 6 -------------------------------------------------------------------------------- CUSIP NO. 85789A105 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (VOLUNTARY) Pivotal Beta Limited (a) [ ] 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [ ] 3. SEC USE ONLY WC 4. SOURCE OF FUNDS [ ] 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) British Virgin Islands 6. CITIZENSHIP OR PLACE OF ORGANIZATION 0 7. SOLE VOTING NUMBER OF POWER SHARES BENEFICIALLY 20,240,817* OWNED BY 8. SHARED EACH VOTING REPORTING POWER PERSON 20,240,817* WITH 9. SOLE DISPOSITIVE POWER 20,240,817* 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON [ ] 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 4.8%** 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) CO 14. TYPE OF REPORTING PERSON * See Item 2(a) of this Schedule 13D. ** Based on 420,357,503 Ordinary Shares outstanding following (a) the Issuer’s initial public offering, as reported in the Issuer’s prospectus on Form 424B4 dated February 14, 2019 and filed with the SEC on February 15, 2019 and (b) the underwriters’ partial exercise of the over-allotment option for such initial public offering on March 4, 2019, as disclosed in the Issuer’s Report on Form 6-K filed with the SEC on March 5, 2019. 7 -------------------------------------------------------------------------------- CUSIP NO. 85789A105 SCHEDULE 13D/A Item 1. Security and Issuer. Reference is made to the statement on Schedule 13D filed on July 15, 2019 (the “Original Schedule 13D”) as further amended by Amendment No. 1 filed on December 31, 2019 (“Amendment No. 1” and together with the Original Schedule 13D, the “Schedule 13D Filing”) and relates to the Ordinary Shares, $0.0003 par value (the “Shares”), of Stealth BioTherapeutics Corp., a Cayman Islands company (the “Issuer”). The address of the principal executive office of the Issuer is c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005 Cayman Islands. This Amendment No. 2 (the “Amendment”) hereby amends and supplements the Schedule 13D Filing as described herein. Except as otherwise described herein, the information contained in the Schedule 13D Filing remains in effect. Capitalized terms used but not defined in this Amendment shall have the respective meanings set forth thereto in the Schedule 13D Filing. Item 2. Identity and Background. No changes. Item 3. Source and Amount of Funds or Other Consideration. No changes. Item 4. Purpose of Transaction. No changes. Item 5. Interest in Securities of the Issuer. (a) - (b) The information requested by this paragraph is incorporated herein by reference to the cover pages to this Amendment and Item 2(a). (c) Information concerning transactions effected by the Reporting Person(s) during the past sixty days is set forth in Exhibit B hereto and is incorporated herein by reference. All of the transactions listed hereto were effected in the open market through various brokerage entities and in the normal course of portfolio management. (d) Except as described in this statement, no person has the power to direct the receipt of dividends on or the proceeds of sales of, the Shares owned by the Reporting Persons. (e) Following the closing of the sales described herein, the Reporting Persons cease to be the beneficial owners of more than five percent of the Shares. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. No changes. Item 7. Material to be Filed as Exhibits. Exhibit A - Joint Filing Agreement (incorporated by reference to Exhibit A to the Reporting Persons’ Schedule 13D filed on July 15, 2019) Exhibit B - Transactions in the ADSs of the Issuer During the Last 60 Days 8 -------------------------------------------------------------------------------- CUSIP NO. 85789A105 SIGNATURES After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: January 9, 2020 NAN FUNG GROUP HOLDINGS LIMITED By: /s/ Tang Chun Wai Nelson Name: Tang Chun Wai Nelson Title: Director NF INVESTMENT HOLDINGS LIMITED By: /s/ Tang Chun Wai Nelson Name: Tang Chun Wai Nelson Title: Director PERMWELL MANAGEMENT LIMITED By: /s/ Tang Chun Wai Nelson Name: Tang Chun Wai Nelson Title: Director GRAND EPOCH HOLDINGS LIMITED By: /s/ Tang Chun Wai Nelson Name: Tang Chun Wai Nelson Title: Director ETERNAL SKY HOLDINGS LIMITED By: /s/ Tang Chun Wai Nelson Name: Tang Chun Wai Nelson Title: Director PIVOTAL BETA LIMITED By: /s/ Tang Chun Wai Nelson Name: Tang Chun Wai Nelson Title: Director 9 -------------------------------------------------------------------------------- CUSIP NO. 85789A105 Exhibit B TRANSACTIONS IN THE ADSs OF THE ISSUER DURING THE LAST 60 DAYS ______________________________ The following table sets forth all the transactions in the ADSs effected in the past sixty days by the Reporting Person(s). All such transaction were effected in the open market through brokers and the price per share is net of commissions. Reporting Person Trade Date ADSs Sold1 Price Per ADS ($) Permwell Management Limited 1/2/2020 101,662 $3.072 Permwell Management Limited 1/3/2020 81,112 $2.953 Permwell Management Limited 1/6/2020 56,592 $3.004 Permwell Management 1/7/2020 93,967 $3.155 Limited 1 Each ADS represents twelve Ordinary Shares. 2 This is the weighted average sales price. Such ADSs were sold in multiple transactions at prices ranging from $3.00 to $3.43. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of ADSs sold at each separate price within each such range. 3 This is the weighted average sales price. Such ADSs were sold in multiple transactions at prices ranging from $2.73 to $3.07. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of ADSs sold at each separate price within each such range. 4 This is the weighted average sales price. Such ADSs were sold in multiple transactions at prices ranging from $2.93 to $3.07. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of ADSs sold at each separate price within each such range. 5 This is the weighted average sales price. Such ADSs were sold in multiple transactions at prices ranging from $3.01 to $3.31. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of ADSs sold at each separate price within each such range. 10