UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a)
UNDER THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. 1)*
Nkarta, Inc.
(Name of Issuer)
Common Stock, Par Value $0.0001
(Title of Class of Securities)
65487U 10 8
(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)
April 28, 2022
(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 §240.13d-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.
Cusip No. 65487U 10 8 | 13D/A1 | Page 2 of 7 |
1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GlaxoSmithKline plc |
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2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) (b) |
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3. | SEC USE ONLY |
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4. | SOURCE OF FUNDS
(see instructions) WC |
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5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |||
6. | CITIZENSHIP
OR PLACE OF ORGANIZATION England and Wales |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE
VOTING POWER 3,161,432 (1) | ||
8. | SHARED
VOTING POWER -0- | |||
9. | SOLE
DISPOSITIVE POWER 3,161,432 (1) | |||
10. | SHARED
DISPOSITIVE POWER -0- |
11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,150,732 (1) |
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12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) |
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13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.8% (2) |
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14. | TYPE OF REPORTING
PERSON (see instructions) CO |
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Footnotes: | ||||
(1) Includes (i) 79,090 shares of the shares of common stock, par value $0.0001, of Nkarta, Inc. per share (the “Issuer”) held by Glaxo Group Limited, a wholly-owned indirect subsidiary of GlaxoSmithKline plc (“GlaxoSmithKline”) and (ii) 3,071,642 shares of Common Stock held by GSK Equity Investments, Limited, formerly known as S.R. One, Limited (“GSK EI”), an indirect, wholly-owned subsidiary of GlaxoSmithKline. Excludes 10,700 shares of Common Stock for which unvested stock options granted to Simeon J. George as director's compensation are exercisable (the “Stock Options”). Under an investment advisory agreement, Mr. George is obligated to transfer these shares issued under exercise of the Stock Options to GSK EI.
(2) Based upon 46,304,441 shares of the Issuer’s common stock outstanding as of April 28, 2022, upon the closing of the Issuer’s public offering as reported in the Issuer’s prospectus supplement dated April 25, 2022, to Prospectus dated September 2, 2001, filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2022 pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended.
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Cusip No. 65487U 10 8 | 13D/A1 | Page 3 of 7 |
Item 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D (this “Statement”) amends and supplements the statement on Schedule 13D originally filed on July 22, 2020 (the ‘Schedule 13D’) with respect to the shares of common stock, par value $0.0001 per share (the “Common Stock”) of Nkarta, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 6000 Shoreline Court, Suite 102, South San Francisco, CA 94080. This amendment is filed to disclose a change in beneficial ownership of the Reporting Person as a result of an increase in the Issuer’s Common Stock outstanding. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Original 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.
Item 5. Interest in Securities of the Issuer.
The response set forth in Item 5 of the Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing it with the following:
(a), (b) The information contained in rows 7, 8, 9, 10, 11, and 13 on each of the cover pages of this Statement is incorporated by reference in its entirety into this Item 5.
Cusip No. 65487U 10 8 | 13D/A1 | 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.
Date: May 13, 2022
GLAXOSMITHKLINE PLC | |||
By: | /s/ Victoria A. Whyte | ||
Name: | Victoria A. Whyte | ||
Title: | Authorized Signatory |
Cusip No. 65487U 10 8 | 13D/A1 | Page 5 of 7 |
Schedule 1
Name |
Business Address |
Principal Occupation or Employment |
Citizenship |
Board of Directors | |||
Emma Walmsley | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Executive Director and Chief Executive Officer | British |
Charles Bancroft | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Company Director
|
US |
Manvinder Singh Banga | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Company Director
|
British & Indian
|
Dr. Hal Barron | 269 E. Grand Avenue, South San Francisco, CA 94080
|
Executive Director and Chief Scientific Officer and President, R&D | US |
Dr. Anne Beal | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | US |
Dame Vivienne Cox | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | British |
Dr Harry (Hal) Dietz | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | US |
Cusip No. 65487U 10 8 | 13D/A1 | 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 |
Dr Laurie Glimcher | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | US |
Dr. Jesse Goodman | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | US |
Iain Mackay | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Executive Director & Chief Financial Officer | British |
Urs Rohner
|
980
Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | Swiss |
Sir Jonathan Symonds | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Chairman and Company Director | British |
Cusip No. 65487U 10 8 | 13D/A1 | Page 7 of 7 |
GSK Leadership Team | |||
Emma Walmsley | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Executive Director and Chief Executive Officer | British |
Dr. Hal Barron | 269 E. Grand Avenue, South San Francisco, CA 94080 |
Executive Director and Chief Scientific Officer and President R&D | US |
Roger Connor | 980
Great West Road Brentford Middlesex, England TW8 9GS |
President, Vaccines & Global Health | Irish |
Diana Conrad | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Chief People Officer | Canadian |
James Ford | 980
Great West Road Brentford Middlesex, England TW8 9GS |
SVP and Group General Counsel, Legal and Compliance | British & US |
Sally Jackson | 980
Great West Road Brentford Middlesex, England TW8 9GS |
SVP, Global Communications and CEO Office | British |
Iain Mackay | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Executive Director & Chief Financial Officer | British |
Brian McNamara | 980
Great West Road Brentford Middlesex, England TW8 9GS |
CEO, GSK Consumer Healthcare | US |
Luke Miels
|
980
Great West Road
|
Chief Commercial Officer
|
Australian
|
Shobana Ramakrishnan | 980
Great West Road
|
Chief Digital & Technology Officer
|
US
|
David Redfern | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Chief Strategy Officer | British |
Regis Simard | 980
Great West Road Brentford Middlesex, England TW8 9GS |
President, Pharmaceuticals Supply Chain | French & British |
Philip Thomson | 980
Great West Road Brentford Middlesex, England TW8 9GS |
President, Global Affairs | British |
Deborah Waterhouse | 980
Great West Road Brentford Middlesex, England TW8 9GS |
CEO, ViiV Healthcare | British |