AstraZeneca PLC — Major Shareholding Notification 2023

Feb 10, 2023

SC 13G/A 1 tm235883d1_sc13ga.htm SC 13G/A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G/A Under the Securities Exchange Act of 1934

(Amendment No. 1)*

PIERIS PHARMACEUTICALS, INC.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

720795103

(CUSIP Number)

December 31, 2022

(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 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).

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CUSIP No. 720795103

1	NAME OF REPORTING PERSONS AstraZeneca PLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x (Joint filers)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 3,584,230 shares 1
6	SHARED VOTING POWER 0
7	SOLE DISPOSITIVE POWER 3,584,230 shares 2
8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,584,230 shares 3
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% 2
12	TYPE OF REPORTING PERSON (See Instructions) CO

1 Represents shares directly held by AstraZeneca AB, a wholly-owned subsidiary of AstraZeneca PLC. AstraZeneca PLC and AstraZeneca AB may each be deemed to have sole voting and dispositive power over the shares.

2 See footnote 1.

3 See footnote 1.

4 The percentage ownership was calculated based on 74,406,253 shares of the issuer’s common stock outstanding as of November 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 (the “ Form 10-Q ”) filed with the Securities and Exchange Commission (the “ SEC ”) on November 4, 2022.

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CUSIP No. 720795103

1	NAME OF REPORTING PERSONS AstraZeneca AB
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x (Joint filers)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Sweden

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 3,584,230 shares 5
6	SHARED VOTING POWER 0
7	SOLE DISPOSITIVE POWER 3,584,230 shares 6
8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,584,230 shares 7
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% 8
12	TYPE OF REPORTING PERSON (See Instructions) OO

5 See footnote 1.

6 See footnote 1.

7 See footnote 1.

8 See footnote 4.

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Item 1(a)
Pieris Pharmaceuticals, Inc., a Nevada Corporation (the “Issuer”)

Item 1(b)
255 State Street, 9th Floor Boston, Massachusetts 02109

Item 2(a)
See response to 2(c)

Item 2(b)
See response to 2(c)

Item 2(c) Citizenship.

This statement is filed on behalf of: AstraZeneca PLC 1 Francis Crick Avenue Cambridge Biomedical Campus Cambridge CB2 0AA United Kingdom Citizenship: United Kingdom AstraZeneca AB: SE-151 85 Sodertalje Sweden Citizenship: Sweden

Item 2(d)
Common Stock, $0.001 par value per share

Item 2(e)
720795103

Item 3
Not applicable.

Item 4 Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned: 3,584,230 shares

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| (b) | Percent of class: 4.8
%. The percentage ownership was calculated based on 74,406,253 shares of the issuer’s common stock outstanding as of November
1, 2022, as reported in the Form 10-Q filed with the SEC on November 4, 2022. |
| --- | --- |
| (c) | Number of shares as to which such person has: |

(i)	Sole power to vote or direct the vote: AstraZeneca PLC: 3,584,230 shares AstraZeneca AB: 3,584,230 shares
(ii)	Shared power to vote or direct the vote: AstraZeneca PLC: 0 shares AstraZeneca AB: 0 shares
(iii)	Sole power to dispose or direct the disposition: AstraZeneca PLC: 3,584,230 shares AstraZeneca AB: 3,584,230 shares
(iv)	Shared power to dispose or direct the disposition: AstraZeneca PLC: 0 shares AstraZeneca AB: 0 shares

AstraZeneca AB, a wholly owned subsidiary of AstraZeneca PLC, is the direct record holder of all 3,584,230 shares reported herein. Each of AstraZeneca AB and AstraZeneca PLC may be deemed to have sole voting and dispositive power with respect to such shares.

Item 5
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

Item 6
Not applicable.

Item 7
Not applicable.

Item 8
Not applicable.

Item 9
Not applicable.

Item 10
Not applicable.

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SIGNATURE

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

February 10, 2023

AstraZeneca PLC

/s/ Adrian Kemp
Signature
Adrian Kemp, Company Secretary
Name/Title

AstraZeneca AB

/s/ Lars-Johan Cederbrant
Signature
Lars-Johan Cederbrant, Director
Name/Title

Attention : Intentional misstatements or omissions of fact constitute federal criminal violations ( see 18 U.S.C. 1001).

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