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. ☐
*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. 04300J107
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):
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Abingworth LLP
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98-0518585
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2. Check the Appropriate Box if a Member of a Group (See Instructions):
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(a) ☐
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(b) ☒
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3. SEC Use Only
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4. Source of Funds (See Instructions): WC (See Item 3)
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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
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Number of Shares
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7. Sole Voting Power:
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0
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Beneficially Owned by
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8. Shared Voting Power:
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113,920*
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Each Reporting Person With
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9. Sole Dispositive Power:
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0
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10. Shared Dispositive Power:
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113,920*
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 113,920*
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
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☐
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13. Percent of Class Represented by Amount in Row (11): 1.9%*
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14. Type of Reporting Person (See Instructions): PN
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*As of January 9, 2020 (the “Event Date”) and
as of the date of filing of this Amendment No. 3 to Schedule 13D (the “Filing Date”), Abingworth LLP (“Abingworth”)
may be deemed to beneficially own an aggregate of 113,920 shares of common stock, $0.001 par value per share (the “Common
Stock”), of ArTara Therapeutics, Inc. (the “Issuer”) held by Abingworth Bioventures VI, LP (“ABV
VI”).
Accordingly, as a result of the foregoing, as of the Event Date and the Filing Date, for purposes of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, Abingworth, as the investment manager of ABV VI, may be deemed to beneficially
own 1.9% of the shares of Common Stock deemed issued and outstanding as of the Event Date and the Filing Date. The foregoing
beneficial ownership percentage is based upon 5,844,040 shares of Common Stock issued and outstanding as of January 9, 2020,
based on information from the Issuer.
This Amendment constitutes an exit filing for Abingworth as Abingworth
is no longer the beneficial owner of five percent (5%) or more of the outstanding shares of Common Stock of the Issuer.
CUSIP No. 04300J107
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):
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Abingworth Bioventures VI, LP
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98-0403543
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2. Check the Appropriate Box if a Member of a Group (See Instructions):
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(a) ☐
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(b) ☒
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3. SEC Use Only
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4. Source of Funds (See Instructions): WC (See Item 3)
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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
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Number of Shares
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7. Sole Voting Power:
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0
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Beneficially Owned by
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8. Shared Voting Power:
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113,920*
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Each Reporting Person With
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9. Sole Dispositive Power:
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0
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10. Shared Dispositive Power:
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113,920*
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 113,920*
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
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☐
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13. Percent of Class Represented by Amount in Row (11): 1.9%*
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14. Type of Reporting Person (See Instructions): PN
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*As
of January 9, 2020 (the “Event Date”) and as of the date of filing of this Amendment No. 3 to
Schedule 13D (the “Filing Date”), Abingworth LLP (“Abingworth”) may be deemed to
beneficially own an aggregate of 113,920 shares of common stock, $0.001 par value per share (the “Common
Stock”), of ArTara Therapeutics, Inc. (the “Issuer”) held by Abingworth Bioventures VI, LP (“ABV
VI”).
Accordingly, for purposes of Rule 13d-3
under the Securities Exchange Act of 1934, as amended, ABV VI may be deemed to beneficially own 1.9% of the shares of Common Stock deemed issued and outstanding as of the Event Date
and the Filing Date. The foregoing beneficial ownership percentage is based upon 5,844,040 shares of Common Stock issued and
outstanding as of January 9, 2020, based on information from the Issuer.
This Amendment constitutes an exit
filing for ABV VI as ABV VI is no longer the beneficial owner of five percent (5%) or more of the outstanding shares of Common
Stock of the Issuer.
Explanatory Note
This Amendment No. 3
(this “Amendment”) amends and supplements the Schedule 13D filed on behalf of (i) Abingworth Bioventures
VI, LP (“ABV VI”), and (ii) Abingworth LLP, an English limited liability partnership, the investment
manager of ABV VI (“Abingworth” and together with ABV VI, the “Reporting Persons”), with
the Securities and Exchange Commission (the “SEC”) on November 12, 2019, as amended October 31, 2014 and
June 27, 2017 (the “Schedule 13D”). Except as specifically provided herein, this Amendment does not modify
or amend any of the information previously reported in the Schedule 13D. Capitalized terms used and not otherwise defined
herein shall have the meanings ascribed to such terms in the Schedule 13D.
This Amendment constitutes an exit filing for the Reporting Persons.
Item
1. Security and Issuer
Item 1 of the Schedule 13D is hereby
amended by deleting it in its entirety and substituting the following in lieu thereof:
This Schedule 13D relates to the common
stock, par value $0.001 per share (the “Common Stock”), of ArTara Therapeutics, Inc., a Delaware Corporation,
formerly known as Proteon Therapeutics, Inc. (the “Issuer”). The principal executive offices of the Issuer
are located at: 1 Little West 12th Street, New York, NY 10014.
Item 4. Purpose of Transaction
Item 4 of the
Schedule 13D is hereby amended by deleting it in its entirety and substituting the following in lieu thereof:
On January 9, 2020, the
Issuer completed a merger transaction with ArTara Subsidiary, Inc. (formerly ArTara Therapeutics, Inc., “ArTara”)
in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of September 23, 2019, by and among
the Issuer, REM 1 Acquisition, Inc. (“Merger Sub”), and ArTara (as amended on November, 19, 2019, the “Merger
Agreement”), pursuant to which Merger Sub merged with and into ArTara, with ArTara surviving as a wholly owned subsidiary
of the Issuer (the “Merger”).
On January 9, 2020, in
connection with, and prior to the completion of, the Merger, the Issuer effected a 1-for-40 reverse stock split of its Common
Stock (the “Reverse Stock Split”), ArTara changed its name from “ArTara Therapeutics, Inc.” to
“ArTara Subsidiary, Inc.”, and the Issuer changed its name from “Proteon Therapeutics, Inc.” to “ArTara
Therapeutics, Inc.” In addition, on January 9, 2020, all of the outstanding shares of the Issuer’s Series A Preferred Stock
were converted into shares of Common Stock. As a result of this conversion, ABV VI received 60,307 shares of Common Stock.
The Reporting
Persons acquired the securities reported herein for investment in the ordinary course of business because of their belief
that the Issuer represents an attractive investment based on the Issuer’s business prospects and strategy. The Reporting
Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause
to be disposed of, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any
of its securities, to the extent deemed advisable in light of general investment and trading policies of the
Reporting Persons, market conditions or other factors. Each Reporting Person may, from time to time, enter into stock trading
plans intended to satisfy the requirements of Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”).
The foregoing description
of the Merger Agreement, as amended, is qualified in its entirety by reference to the Merger Agreement and Amendment No. 1 to
the Merger Agreement, which are attached as Exhibit 2 and Exhibit 3 hereto, respectively, and incorporated herein by reference
into this Item 4 of the Schedule 13D. The foregoing descriptions of the Merger, the Reverse Stock Split and any of the transactions
contemplated thereby are qualified in their entirety by reference to the descriptions of such transactions included in the Issuer’s
Current Report on Form 8-K filed on January 10, 2020, and incorporated herein by reference into this Item 4 of the Schedule 13D.
Except as set forth herein, the Reporting Persons do not have any plan or proposal that would relate to, or
result in, any of the matters set forth under subsections (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended by deleting it in its entirety and substituting the following in lieu thereof:
ABV
VI and Abingworth, as the investment manager to ABV VI, may be deemed to beneficially own 113,920 shares of Common Stock,
representing an aggregate of approximately 1.9% of the shares of Common Stock of the Issuer deemed issued and outstanding
as of the Filing Date. The number of shares of Common Stock reported herein are held by ABV VI. The foregoing beneficial ownership
percentage is based upon 5,844,040 shares of Common Stock issued and outstanding as of January 9, 2020, based on information
from the Issuer. All shares of Common Stock reported herein take into account the Reverse Stock Split.
As set forth in
the cover sheets to this Schedule 13D, (i) ABV VI has shared voting and dispositive power with respect to the 113,920 shares
of Common Stock held by ABV VI, and does not have sole voting and dispositive power over any of the securities reported
herein; and (ii) Abingworth has shared voting and dispositive power with respect to the 113,920 shares of Common Stock held
by ABV VI, and does not have sole voting and dispositive power over any of the securities reported herein.
On January 9, 2020, all
of the outstanding shares of the Issuer's Series A Preferred Stock were converted into shares of Common Stock. As a result of
this conversion, ABV VI received 60,307 shares of Common Stock.Except as described herein, during the past sixty (60) days on
or prior to January 9, 2020 (the “Event Date”), and from the Event Date to the Filing Date, there were no other
purchases or sales of shares of Common Stock, or securities convertible into or exchangeable for shares of Common Stock, by the
Reporting Persons or any person or entity for which the Reporting Persons possess voting or dispositive control over the securities
thereof.
ABV VI has the right to receive dividends from, or proceeds from the sale of, the shares of Common Stock beneficially
owned by it. The partners of ABV VI have the right to participate indirectly in the receipt of dividends from, or proceeds
from the sale of, the shares of Common Stock beneficially owned by it, in accordance with their respective ownership interests
in ABV VI.
This Amendment
constitutes an exit filing for the Reporting Persons.
Item 7. Material
to be Filed as Exhibits
The following exhibit is
incorporated into this Schedule 13D:
Exhibit 1 Joint Filing Agreement, dated October 31, 2014, signed by each of the Reporting Persons (incorporated by reference
to Exhibit 1 to the Schedule 13D filed by the Issuer with the Securities and Exchange Commission on October 31, 2014).
Exhibit
2 Agreement and Plan of Merger and Reorganization, dated September 23, 2019, (incorporated by reference to Exhibit 2.1 to
the Registrant’s Current Report on Form 8-K, filed with the SEC on January 10, 2020).
Exhibit 3 Amendment No. 1 to Agreement
and Plan of Merger and Reorganization, dated November 19, 2019 (incorporated by reference to Exhibit 2.2 to the Registrant’s
Current Report on Form 8-K, filed with the SEC on January 10, 2020).
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: January 17, 2020
Abingworth Bioventures VI, LP
By: Abingworth LLP, its Manager
By: /s/ John Heard
Name: John Heard
Title: Authorized
Signatory
Abingworth
LLP
By: /s/ John Heard
Name: John Heard
Title: Authorized Signatory
Attention: Intentional misstatements or omissions
of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).