AstraZeneca PLC — Major Shareholding Notification 2024

Oct 28, 2024

SC 13G 1 tm2426761d1_sc13g.htm SC 13G

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. )*

Monopar Therapeutics Inc.

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(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

61023L207

(CUSIP Number)

October 23, 2024

(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).

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Schedule 13G

| CUSIP
No. 61023L207 — 1. | Name
of Reporting Person AstraZeneca PLC | |
| --- | --- | --- |
| 2. | Check the Appropriate
Box if a Member of a Group (See Instructions) | |
| | (a) | ¨ |
| | (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 | 5. | Sole
Voting Power 387,329 shares 1 |
| | 6. | Shared
Voting Power 0 shares |
| | 7. | Sole
Dispositive Power 387,329 shares 2 |
| | 8. | Shared
Dispositive Power 0 shares |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 387,329 shares 3 | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent
of Class Represented by Amount in Row (9) 9.9% 4 | |
| 12. | Type
of Reporting Person (See Instructions) CO | |

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1 Represents shares directly held by Alexion Pharmaceuticals, Inc., a wholly-owned subsidiary of AstraZeneca PLC. AstraZeneca PLC and Alexion Pharmaceuticals, Inc. (collectively, the “Reporting Persons”) 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 a total of 3,912,408 shares of common stock, $0.001 par value (“Common Stock”), of Monopar Therapeutics Inc. (the “Issuer”) outstanding, which includes (i) 3,525,079 shares of Common Stock outstanding as of October 23, 2024 (without giving effect to the issuance of shares of Common Stock being reported hereunder), according to information received from the Issuer on October 23, 2024, plus (ii) the 387,329 shares of Common Stock issued to the Reporting Persons on October 23, 2024.

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Schedule 13G

| CUSIP
No. 61023L207 — 1. | Name
of Reporting Person Alexion Pharmaceuticals, Inc. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member of
a Group (See Instructions) | |
| | (a) | ¨ |
| | (b) | x (Joint filers) |
| 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 387,329 shares 5 |
| | 6. | Shared
Voting Power 0 shares |
| | 7. | Sole
Dispositive Power 387,329 shares 6 |
| | 8. | Shared
Dispositive Power 0 shares |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 387,329 shares 7 | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent
of Class Represented by Amount in Row (9) 9.9% 8 | |
| 12. | Type
of Reporting Person (See Instructions) CO | |

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5 See footnote 1.

6 See footnote 1.

7 See footnote 1.

8 See footnote 4.

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CUSIP No. 61023L207

| Item 1. | (a) | Name
of Issuer Monopar Therapeutics Inc. | |
| --- | --- | --- | --- |
| | (b) | Address
of Issuer’s Principal Executive Offices 1000 Skokie Blvd., Suite 350, Wilmette, IL, 60091 | |
| Item 2. | | | |
| | (a) | Name
of Person Filing See response to 2(c) | |
| | (b) | Address
of Principal Business Office or, if none, Residence See response to 2(c) | |
| | (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 Alexion Pharmaceuticals, Inc. 121 Seaport Blvd. Boston, Massachusetts 02210 United States Citizenship: United States | |
| | (d) | Title
of Class of Securities Common Stock, $0.001 par value | |
| | (e) | CUSIP
Number 61023L207 | |
| 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
association 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:____ |

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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: 387,329 shares
	(b)	Percent
of class: 9.9%.
The percentage stated herein is based on a total of 3,912,408 shares of the Issuer’s Common Stock outstanding, which
includes (i) 3,525,079 shares of Common Stock outstanding as of October 23, 2024 (without giving effect to the issuance
of shares of Common Stock being reported hereunder), according to information received from the Issuer on October 23, 2024,
plus (ii) the 387,329 shares of Common Stock issued to the Reporting Persons on October 23, 2024.
	(c)	Number
of shares as to which the person has:
		(i)	Sole
power to vote or to direct the vote: AstraZeneca
PLC: 387,329 shares Alexion
Pharmaceuticals, Inc.: 387,329 shares
		(ii)	Shared
power to vote or to direct the vote: AstraZeneca PLC: 0 shares Alexion Pharmaceuticals, Inc.: 0 shares
		(iii)	Sole
power to dispose or to direct the disposition of: AstraZeneca
PLC: 387,329 shares Alexion
Pharmaceuticals, Inc.: 387,329 shares
		(iv)	Shared
power to dispose or to direct the disposition of: AstraZeneca PLC: 0 shares Alexion Pharmaceuticals, Inc.: 0 shares
Alexion
Pharmaceuticals, Inc., a wholly owned subsidiary of AstraZeneca PLC, is the direct record holder of all 387,329 shares
reported herein. Each of Alexion Pharmaceuticals, Inc. and AstraZeneca PLC may be deemed to have sole voting and dispositive
power with respect to such shares.
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.

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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 Group
Not applicable.
Item 10.	Certifications
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, other than activities solely in connection with a nomination under § 240.14a-11.

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Signatures

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.

October 28, 2024

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

Alexion Pharmaceuticals, Inc. /s/ Todd Spalding
Signature
Todd Spalding, Secretary
Name/Title

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

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Exhibit Index

Exhibit	Description
A	Agreement
of Joint Filing

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