UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
July 30, 2015
(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 Rule.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 (however, see the Notes).
| CUSIP No. 372427 10 4 | SCHEDULE 13D/A2 | Page 2 of 7 |
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1. Names of Reporting Persons.
GlaxoSmithKline plc |
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| 2. Check the Appropriate Box if a Member of a Group | ||
| (a) ☐ (b) ☐ |
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| 3. SEC Use Only | ||
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4. Source of Funds WC |
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ |
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6. Citizenship or Place of Organization England and Wales |
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
7. Sole Voting Power 2,121,668 |
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8. Shared Voting Power -0- |
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9. Sole Dispositive Power 2,121,668 |
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10. Shared Dispositive Power -0- |
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,121,668 (1) |
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
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13. Percent of Class Represented by Amount in Row (11) 7.6% (2) |
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14. Type of Reporting Person CO |
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Footnotes:
| (1) | Shares of common stock are held of record by S.R. One, Limited (“S.R. One”), an indirect, wholly-owned subsidiary of the Reporting Person. |
| (2) | The calculation is based on a total of 27,999,547 shares of common stock outstanding as of July 30, 2015. |
| CUSIP No. 372427 10 4 | SCHEDULE 13D/A2 | Page 3 of 7 |
ITEM 1. SECURITY AND ISSUER
This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the statement on Schedule 13D originally filed on February 14, 2014 (as amended by Amendment No. 1 filed on March 17, 2015, the “Schedule 13D”) with respect to the shares of common stock, par value $0.001 per share (the “Shares”) of Genocea Biosciences, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 100 Acorn Park Drive, Cambridge, Massachusetts 02140. This Amendment No.2 is filed to disclose changes to beneficial ownership as a result of the purchase of Shares by the Reporting Persons. 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.
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. | On July 30, 2015, S.R. One was allocated 150,000 Shares at a price of $13.00 per Share. As a result, GlaxoSmithKline plc beneficially owns 2,121,668 Shares which represents 7.6% of the 27,999,547 Shares outstanding as of July 30, 2015. |
| 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 described in Item 5a above. |
__________________________________________________________________________________________________
| CUSIP No. 372427 10 4 | SCHEDULE 13D/A2 | Page 4 of 7 |
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.
GLAXOSMITHKLINE PLC
Dated: August 3, 2015
By: /s/ Victoria A. Whyte
Name: Victoria A. Whyte
Title: Company Secretary
| CUSIP No. 372427 10 4 | SCHEDULE 13D/A2 | Page 5 of 7 |
Schedule I
|
Name |
Business Address |
Principal Occupation or Employment |
Citizenship |
| Board of Directors | |||
| Sir Andrew Witty | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Executive Director and Chief Executive Officer | British |
| Simon Dingemans | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Executive Director and Chief Financial Officer | British |
| Dr. Moncef Slaoui | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Executive Director and Chairman Global Vaccines |
Moroccan, Belgian & US |
| Sir Philip Hampton | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Chairman and Company Director | British |
| Professor Sir Roy Anderson | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | British |
| Dr. Stephanie Burns | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | US |
| Stacey Cartwright | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | British |
| Judy Lewent | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Company Director |
US
|
| Sir Deryck Maughan | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | British |
| Dr. Daniel Podolsky | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | US |
| CUSIP No. 372427 10 4 | SCHEDULE 13D/A2 | Page 6 of 7 |
|
Name |
Business Address |
Principal Occupation or Employment |
Citizenship |
| Lynn Elsenhans | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | US |
|
Hans Wijers
|
980 Great West Road
|
Company Director | Dutch |
| Urs Rohner |
980 Great West Road
|
Company Director | Swiss |
| Corporate Executive Team | ||||
| Sir Andrew Witty | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Executive Director and Chief Executive Officer | British | |
| Simon Dingemans | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Executive Director and Chief Financial Officer | British | |
| Dr. Moncef Slaoui | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Executive Director and Chairman Global Vaccines | Moroccan, Belgian & US | |
| Nick Hirons | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Senior Vice President, Global Ethics and Compliance | British | |
| Abbas Hussain | 150 Beach Road 22-00 Gateway West 189720 Singapore |
President, Global Pharmaceuticals
|
British | |
| David Redfern | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Chief Strategy Officer | British | |
| CUSIP No. 372427 10 4 | SCHEDULE 13D/A2 | Page 7 of 7 |
| 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 |
Senior Vice President, Communications and Government Affairs | British |
| Daniel Troy | The Navy Yard 5 Crescent Drive Philadelphia, PA 19112 |
Senior Vice President & General Counsel | US |
| Dr. Patrick Vallance | 980 Great West Road Brentford Middlesex, England TW8 9GS |
President, Pharmaceuticals R&D | British |
| Emma Walmsley | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Chief Executive Officer, GSK Consumer Healthcare | British |
| Roger Connor | 980 Great West Road Brentford Middlesex, England TW8 9GS |
President, Global Manufacturing & Supply | Irish |