Schedule 13D Amendment No. 14

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 14)*

 

 

Kubota Pharmaceutical Holdings Co., Ltd.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

00510T 109

(CUSIP Number)

Masashi Okuyama

Legal & Compliance Dept. of SBI Holdings, Inc.

SBI Holdings, Inc.

Izumi Garden Tower 19F, 1-6-1 Roppongi, Minato-ku, Tokyo 106-6019, Japan

+81-3-6229-0122

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 26, 2016

(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.

 

 

 

* 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).

 

 

 


SCHEDULE 13D

 

CUSIP No. 00510T 109  

 

  1   

Name of reporting person:

 

SBI Holdings, Inc.

  2  

Check the appropriate box if a member of a group

(a)  ☒        (b)  ☐

Please see response to Item 5

 

  3  

SEC use only

 

  4  

Source of funds

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ☐

 

  6  

Citizenship or place of organization

 

Japan

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

-0-

     8   

Shared voting power

 

14,449,325

     9   

Sole dispositive power

 

-0-

   10   

Shared dispositive power

 

14,449,325

11  

Aggregate amount beneficially owned by each reporting person

 

14,449,325

12  

Check box if the aggregate amount in Row (11) excludes certain shares  ☐

 

13  

Percent of class represented by amount in Row (11)

 

38.19% (1)

14  

Type of reporting person

 

CO (Corporation organized in Japan)

 

(1) The calculations set forth in Row (13) for each Reporting Person is based on 37,839,619 shares of Common Stock, no par value, outstanding as of December 6, 2016, as reported on Exhibit 99.1 to the Form 8-K filed by the Issuer with the Securities and Exchange Commission on December 6, 2016.


CUSIP No. 00510T 109  

 

  1   

Name of reporting person:

 

SBI Incubation Co., Ltd.

  2  

Check the appropriate box if a member of a group

(a)  ☒        (b)  ☐

Please see response to Item 5

 

  3  

SEC use only

 

  4  

Source of funds

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ☐

 

  6  

Citizenship or place of organization

 

Japan

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

-0-

     8   

Shared voting power

 

8,252,456

     9   

Sole dispositive power

 

-0-

   10   

Shared dispositive power

 

8,252,456

11  

Aggregate amount beneficially owned by each reporting person

 

8,252,456

12  

Check box if the aggregate amount in Row (11) excludes certain shares  ☐

 

13  

Percent of class represented by amount in Row (11)

 

21.81%

14  

Type of reporting person

 

CO (Corporation organized in Japan)


SCHEDULE 13D

Kubota Pharmaceutical Holdings Co., Ltd.

EXPLANATORY NOTE

The Statement on Schedule 13D originally filed by the persons named therein with the Securities and Exchange Commission on February 20, 2014, as amended by Amendment No. 1 dated September 30, 2014 and filed October 10, 2014; Amendment No. 2 dated January 28, 2015 and filed January 30, 2015; Amendment No. 3 dated March 2, 2015 and filed March 3, 2015; Amendment No. 4 dated March 13, 2015 and filed March 17, 2015; Amendment No. 5 dated March 31, 2015 and filed April 3, 2015; Amendment No. 6 dated and filed April 8, 2015; Amendment No. 7 dated May 1, 2015 and filed May 14, 2015; Amendment No. 8 dated November 26, 2015 and filed December 1, 2015; Amendment No. 9 dated June 3, 2016 and filed June 7, 2016; Amendment No. 10 dated June 15, 2016 and filed June 17, 2016; Amendment No. 11 dated June 20, 2016 and filed June 23, 2016; Amendment No. 12 dated June 23, 2016 and filed June 27, 2016; and Amendment No. 13 dated June 27, 2016 and filed June 30, 2016 (as so amended, the “Statement”), is hereby amended with respect to the items set forth below by this Amendment No. 14 (this “Amendment”). Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Statement. Except as otherwise provided herein, each Item of the Statement remains unchanged.

 

Item 1. Security and Issuer.

Item 1 of the Statement is hereby deleted and replaced with the following:

“This Statement is filed by the Reporting Persons with respect to shares of common stock, no par value (the “Common Stock”), of Kubota Pharmaceutical Holdings Co., Ltd., a corporation organized in Japan (the “Issuer”). The Issuer is the successor issuer to Acucela Inc., a Washington corporation, following a merger transaction that became effective on November 30, 2016.

The principal executive offices of the Issuer are located at 4-20-3 Ebisu, Shibuya-ku, Tokyo, Japan.”

 

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Statement is hereby amended by adding the following paragraph to the end thereof:

“The funds for the December 2016 Purchases, as defined in Item 5, were provided from SBI Incubation Co., Ltd.’s available cash resources.”


Item 4. Purpose of Transaction.

Item 4 of the Statement is hereby deleted and replaced with the following:

“Purpose of the Transaction.

The Reporting Persons acquired the Common Stock reported on this Statement for investment purposes. The Reporting Persons intend to hold the Common Stock as a mid- to long-term investment in the ordinary course of business and not for the purpose of or with the effect of changing or influencing the control of the Issuer. The Reporting Persons reserve the right to change their purpose with respect to the Issuer at any time and from time to time.

Plans or Proposals. Although the Reporting Persons currently intend to hold the Common Stock as a mid- to long-term investment, they may, from time to time, in the ordinary course of business, depending on the factors discussed herein and the objectives of the Reporting Persons, seek to purchase, acquire, retain, sell, assign, transfer, endorse, pledge, hypothecate and otherwise dispose of all or a portion of the Common Stock in the open market or in privately negotiated transactions. The Reporting Persons or their affiliates may also, from time to time, enter into business arrangements with the Issuer, including, without limitation, arrangements regarding the development and commercialization of ophthalmic drugs, devices and related services. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the price levels of the Common Stock; general market and economic conditions; ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; the relative attractiveness of alternative business and investment opportunities; the objectives of the Reporting Persons; and other future developments.

Except as described herein, none of the Reporting Persons have present plans or proposals that relate to or would result in any of the actions described in Items 4(a) through (j) of Schedule 13D.”

 

Item 5. Interest in Securities of the Issuer.

Item 5(a), (b) and (c) of the Statement are hereby deleted and replaced with the following:

“(a), (b)

As of the date hereof, each of the Reporting Persons may be deemed to beneficially own the aggregate number of and percentage of Common Stock listed opposite its name:


Reporting Person    Amount
Beneficially
Owned1
     Percent of
Class2
    Sole power
to vote or
direct the
vote
     Shared
power to
vote or
direct the
vote
     Sole power
to dispose
or direct
the
disposition
of
     Shared
power to
dispose or
direct the
disposition
of
 

SBI Holdings, Inc.

     14,449,325         38.19 %     0         14,449,325         0         14,449,325   

SBI Incubation Co., Ltd.

     8,252,456         21.81 %     0         8,252,456         0         8,252,456   

 

1  Each of the Reporting Persons expressly disclaims beneficial ownership of the Common Stock, except to the extent of such Reporting Person’s pecuniary interest therein.
2  The percentage ownership is based upon 37,839,619 outstanding shares as reported by the Issuer in its Exhibit 99.1 to its Form 8-K filed with the Securities and Exchange Commission on December 6, 2016.

(c) The information contained in Items 3 and 4 to this Schedule 13D is herein incorporated by reference.

In December 2016, SBI Incubation Co., Ltd. made the following purchases of Common Stock (collectively, the “December 2016 Purchases”):

 

  •   On December 28, 2016, SBI Incubation Co., Ltd. purchased 204,800 shares of Common Stock for total consideration of ¥204,185,600 (or $1,735,239.23, based on the Mizuho TTM rate in effect on the date of purchase, rounded to the nearest whole cent);

 

  •   On December 29, 2016, SBI Incubation Co., Ltd. purchased 16,900 shares of Common Stock for total consideration of ¥16,817,600 (or $143,507.13, based on the Mizuho TTM rate in effect on the date of purchase, rounded to the nearest whole cent); and

 

  •   On December 30, 2016, SBI Incubation Co., Ltd. purchased 2,700 shares of Common Stock for total consideration of ¥2,676,700 (or $22,970.05, based on the Mizuho TTM rate in effect on the date of purchase, rounded to the nearest whole cent).

Other than with respect to the December 2016 Purchases, none of (i) the Reporting Persons and, (ii) to the Reporting Persons’ knowledge, the persons set forth on Schedule A hereto has effected any transaction in the Issuer’s Common Stock during the past 60 days.”


SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: January 11, 2017

 

SBI HOLDINGS, INC.
By:  

/s/ Yoshitaka Kitao

Name:   Yoshitaka Kitao
Title:   Representative Director, President & CEO
SBI INCUBATION CO., LTD.
By:  

/s/ Shumpei Morita

Name:   Shumpei Morita
Title:   Authorized Signatory