UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
MEI Pharma, Inc.
(Name of Issuer)
Common Stock, par value $0.00000002
(Title of Class of Securities)
55279B202
(CUSIP Number)
December 31, 2020
(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)
☒ 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).
Page 1 of 12
CUSIP No. 55279B202
| 1. |
Name of Reporting Persons
UBS Oncology Impact Fund L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
5. | Sole Voting Power
10,137,859 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
10,137,859 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,137,859 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
9.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
Page 2 of 12
CUSIP No. 55279B202
| 1. |
Name of Reporting Persons
Oncology Impact Fund (Cayman) Management L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
10,137,859* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
10,137,859* | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,137,859* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
9.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| * | Consists of shares of Common Stock held by UBS Oncology Impact Fund L.P. (“UBS Oncology”). MPM Oncology Impact Management GP LLC (“Oncology GP”) is the general partner of MPM Oncology Impact Management LP (“Oncology LP”), the General Partner of Oncology Impact Fund (Cayman) Management LP (“Oncology Cayman”), the General Partner of UBS Oncology. |
Page 3 of 12
CUSIP No. 55279B202
| 1. |
Name of Reporting Persons
MPM Oncology Impact Management LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 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
10,137,859* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
10,137,859* | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,137,859* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
9.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| * | Consists of shares of Common Stock held by UBS Oncology. Oncology GP is the general partner of Oncology LP, the General Partner of Oncology (Cayman), the General Partner of UBS Oncology. |
Page 4 of 12
CUSIP No. 55279B202
| 1. |
Name of Reporting Persons
MPM Oncology Impact Management GP LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 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
10,137,859* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
10,137,859* | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,137,859* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
9.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| * | Consists of shares of Common Stock held by UBS Oncology. Oncology GP is the general partner of Oncology LP, the General Partner of Oncology (Cayman), the General Partner of UBS Oncology. |
Page 5 of 12
CUSIP No. 55279B202
| 1. |
Name of Reporting Persons
Ansbert Gadicke | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 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
10,137,859* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
10,137,859* | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,137,859* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
9.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| * | Consists of shares of Common Stock held by UBS Oncology. Oncology GP is the general partner of Oncology LP, the General Partner of Oncology (Cayman), the General Partner of UBS Oncology. The Reporting Person is the managing director of Oncology GP. |
Page 6 of 12
| Item 1. | |
| (a) | Name of Issuer |
MEI Pharma, Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
11455 El Camino Real
San Diego, CA 92130
| Item 2. | |
| (a) | Name of Person Filing |
UBS Oncology Impact Fund L.P.
Oncology Impact Fund (Cayman) Management LP
MPM Oncology Impact Management LP
MPM Oncology Impact Management GP LLC
Ansbert Gadicke
| (b) | The address of the principal place of business for each of the Filing Persons is c/o MPM Capital LLC, 450 Kendall Street, Cambridge, MA 02142, other than UBS Oncology and Oncology Cayman, whose address is 1st Floor, 2 Hill Street, St Helier, Jersey, JE1 4FS. |
| (c) | Citizenship |
UBS Oncology and Oncology Cayman are organized in the Cayman Islands and Oncology LP and Oncology GP are organized in Delaware. Mr. Gadicke is a United States citizen.
| (d) | Title of Class of Securities |
Common Stock, par value $0.00000002 per share (“Common Stock”)
| (e) | CUSIP Number |
55279B202
| 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: |
Not applicable
Page 7 of 12
| Item 4. | Ownership |
| UBS Entity |
Shares Held Directly |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
Beneficial Ownership |
Percentage of Class |
|||||||||||||||||||||
| UBS Oncology |
10,137,859 | 10,137,859 | 0 | 10,137,859 | 0 | 10,137,859 | 9.0 | % | ||||||||||||||||||||
| Oncology Cayman(1) |
0 | 0 | 10,137,859 | 0 | 10,137,859 | 10,137,859 | 9.0 | % | ||||||||||||||||||||
| Oncology LP(1) |
0 | 0 | 10,137,859 | 0 | 10,137,859 | 10,137,859 | 9.0 | % | ||||||||||||||||||||
| Oncology GP(1) |
0 | 0 | 10,137,859 | 0 | 10,137,859 | 10,137,859 | 9.0 | % | ||||||||||||||||||||
| Ansbert Gadicke(2) |
0 | 0 | 10,137,859 | 0 | 10,137,859 | 10,137,859 | 9.0 | % | ||||||||||||||||||||
| (1) | Consists of shares of Common Stock held by UBS Oncology. Oncology GP is the general partner of Oncology LP, the General Partner of Oncology (Cayman), the General Partner of UBS Oncology. |
| (2) | Consists of shares of Common Stock held by UBS Oncology. The Reporting Person the managing director of Oncology GP. |
| 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 ☐.
| 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 or Control Person. |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable
| Item 9. | Notice of Dissolution of a Group |
Not Applicable
| Item 10. | Certification |
Not Applicable
Page 8 of 12
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 11, 2021
| UBS ONCOLOGY IMPACT FUND, L.P. | ||
| By: | Oncology Impact Fund (Cayman) Management L.P., | |
| its General Partner | ||
| By: | MPM Oncology Impact Management LP, | |
| Its General Partner | ||
| By: | MPM Oncology Impact Management GP LLC | |
| Its General Partner | ||
| By: | /s/ Ansbert Gadicke | |
| Name: | Ansbert Gadicke | |
| Title: | Managing Director | |
| ONCOLOGY IMPACT FUND (CAYMAN) MANAGEMENT L.P. | ||
| By: | MPM Oncology Impact Management LP, | |
| Its General Partner | ||
| By: | MPM Oncology Impact Management GP LLC | |
| Its General Partner | ||
| By: | /s/ Ansbert Gadicke | |
| Name: | Ansbert Gadicke | |
| Title: | Managing Director | |
| MPM ONCOLOGY IMPACT MANAGEMENT LP | ||
| By: | MPM Oncology Impact Management GP LLC | |
| Its General Partner | ||
| By: | /s/ Ansbert Gadicke | |
| Name: | Ansbert Gadicke | |
| Title: | Managing Director | |
Page 9 of 12
| MPM ONCOLOGY IMPACT MANAGEMENT GP LLC | ||
| By: | /s/ Ansbert Gadicke | |
| Name: | Ansbert Gadicke | |
| Title: | Managing Director | |
| By: | /s/ Ansbert Gadicke | |
| Name: | Ansbert Gadicke | |
Exhibits
| A | Joint Filing Agreement |
Page 10 of 12
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of MEI Pharma, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.
In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 11th day of February, 2021.
| UBS ONCOLOGY IMPACT FUND, L.P. | ||
| By: Oncology Impact Fund (Cayman) Management L.P., its General Partner | ||
| By: MPM Oncology Impact Management LP, | ||
| Its General Partner | ||
| By: MPM Oncology Impact Management GP LLC | ||
| Its General Partner | ||
| By: | /s/ Ansbert Gadicke | |
| Name: | Ansbert Gadicke | |
| Title: | Managing Director | |
| ONCOLOGY IMPACT FUND (Cayman) MANAGEMENT L.P. | ||
| By: MPM Oncology Impact Management LP, | ||
| Its General Partner | ||
| By: MPM Oncology Impact Management GP LLC | ||
| Its General Partner | ||
| By: | /s/ Ansbert Gadicke | |
| Name: | Ansbert Gadicke | |
| Title: | Managing Director | |
| MPM ONCOLOGY IMPACT MANAGEMENT LP | ||
| By: MPM Oncology Impact Management GP LLC | ||
| Its General Partner | ||
| By: | /s/ Ansbert Gadicke | |
| Name: | Ansbert Gadicke | |
| Title: | Managing Director | |
Page 11 of 12
| MPM ONCOLOGY IMPACT MANAGEMENT GP LLC | ||
| By: | /s/ Ansbert Gadicke | |
| Name: | Ansbert Gadicke | |
| Title: | Managing Director | |
| By: | /s/ Ansbert Gadicke | |
| Name: | Ansbert Gadicke | |
Page 12 of 12