UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Assembly Biosciences, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
045396108
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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. 045396108 |
| 1. | Names of Reporting Persons.
QVT Financial LP
I.R.S. Identification Nos. of above persons (entities only).
11-3694008 | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
535,000 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
535,000 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
535,000 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
3.11% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| CUSIP No. 045396108 |
| 1. | Names of Reporting Persons.
QVT Financial GP LLC
I.R.S. Identification Nos. of above persons (entities only).
11-3694007 | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
535,000 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
535,000 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
535,000 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
3.11% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| CUSIP No. 045396108 |
| 1. | Names of Reporting Persons.
QVT Associates GP LLC
I.R.S. Identification Nos. of above persons (entities only).
01-0798253 | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
535,000 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
535,000 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
535,000 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
3.11% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| Item 1(a). | Name of Issuer |
Assembly Biosciences, Inc. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices |
The address of the Issuer’s principal executive offices is:
101 Sixth Avenue, Ninth Floor, New York, New York 10013, United States
| Item 2(a). | Name of Person Filing |
| Item 2(b). | Address of Principal Business Office or, if none, Residence |
| Item 2(c). | Citizenship |
QVT Financial LP
1177 Avenue of the Americas, 9th Floor
New York, New York 10036
Delaware Limited Partnership
QVT Financial GP LLC
1177 Avenue of the Americas, 9th Floor
New York, New York 10036
Delaware Limited Liability Company
QVT Associates GP LLC
1177 Avenue of the Americas, 9th Floor
New York, New York 10036
Delaware Limited Liability Company
| Item 2(d). | Title of Class of Securities |
Common stock, $0.001 par value per share (the “Common Stock”).
| Item 2(e). | CUSIP Number |
The CUSIP number of the Common Stock is 045396108.
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | ¨ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | ¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ¨ A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); |
| (k) | ¨ Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: . |
| Item 4. | Ownership. |
| (a) | Amount beneficially owned as of December 31, 2015: |
QVT Financial LP (“QVT Financial”) is the investment manager for private investment funds (collectively, the “Funds”). The Funds aggregately own 535,000 shares of Common Stock. Accordingly, QVT Financial may be deemed to be the beneficial owner of an aggregate amount of 535,000 shares of Common Stock, consisting of the shares owned by the Funds.
QVT Financial GP LLC, as General Partner of QVT Financial, may be deemed to beneficially own the same number of shares of Common Stock reported by QVT Financial. QVT Associates GP LLC, as General Partner of the Funds, may be deemed to beneficially own the aggregate number of shares of Common Stock owned by the Funds, and accordingly, QVT Associates GP LLC may be deemed to be the beneficial owner of an aggregate amount of 535,000 shares of Common Stock.
The percentage disclosed in Item 11 of the Cover Pages for each reporting person is calculated on the basis of 17,225,662 shares of Common Stock outstanding, which was the total number of shares issued and outstanding reported in the Issuer’s Registration Statement on Form S-3, filed with the Securities and Exchange Commission on December 30, 2015.
| (b) | Percent of class: |
See Item 11 of the Cover Pages to this Schedule 13G.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote |
0
| (ii) | Shared power to vote or to direct the vote |
See item (a) above.
| (iii) | Sole power to dispose or to direct the disposition of |
0
| (iv) | Shared power to dispose or to direct the disposition of |
See item (a) above.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following…..x.
As of December 31, 2015, each of the reporting persons ceased to be the beneficial owner of more than five percent of the class of securities.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable
| Item 9. | Notice of Dissolution of Group |
Not Applicable
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
Dated: February 10, 2016
| QVT FINANCIAL LP | QVT ASSOCIATES GP LLC | |||||||
| By QVT Financial GP LLC, | ||||||||
| its General Partner | ||||||||
| By: | /s/ Tracy Fu |
By: | /s/ Tracy Fu | |||||
| Name: | Tracy Fu | Name: | Tracy Fu | |||||
| Title: | Managing Member | Title: | Managing Member | |||||
| By: | /s/ Meg Eisner |
By: | /s/ Meg Eisner | |||||
| Name: | Meg Eisner | Name: | Meg Eisner | |||||
| Title: | Authorized Signatory | Title: | Authorized Signatory | |||||
| QVT FINANCIAL GP LLC | ||||||||
| By: | /s/ Tracy Fu |
|||||||
| Name: | Tracy Fu | |||||||
| Title: | Managing Member | |||||||
| By: | /s/ Meg Eisner |
|||||||
| Name: | Meg Eisner | |||||||
| Title: | Authorized Signatory | |||||||