COMPASS Pathways plc — Major Shareholding Notification 2021

Feb 12, 2021

SC 13G 1 compass-schedule13ggoldsmi.htm SC 13G html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk Copyright 2021 Workiva Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. __)*

COMPASS Pathways plc

(Name of Issuer)

Ordinary shares, nominal value £0.008 per share

(Title of Class of Securities)

20451W101 (1)

(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).

(1) CUSIP number 20451W101 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer. Each ADS represents one Ordinary Share. No CUSIP number has been assigned to the Ordinary Shares of the Issuer.

1. — 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 United Kingdom
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 4,521,571
	6.	Shared Voting Power 0
	7.	Sole Dispositive Power 4,521,571
	8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,521,571
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 12.6% (1)
12.	Type of Reporting Person (See Instructions) IN

(1) The percentage of the outstanding ordinary shares of the Issuer, nominal value £0.008 per share (“Ordinary Shares”) beneficially owned by the Reporting Person is based on 35,930,331 Ordinary Shares outstanding as of December 31, 2020, as reported by the Issuer to the Reporting Person. The Reporting Person and Ekaterina Malievaskaia are married but the Reporting Person expressly disclaims beneficial ownership of the Ordinary Shares owned by Dr. Malievskaia.

1. — 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 United Kingdom
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 4,521,571
	6.	Shared Voting Power 0
	7.	Sole Dispositive Power 4,521,571
	8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,521,571
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 12.6% (1)
12.	Type of Reporting Person (See Instructions) IN

(1) The percentage of the outstanding Ordinary Shares of the Issuer beneficially owned by the Reporting Person is based on 35,930,331 Ordinary Shares outstanding as of December 31, 2020, as reported by the Issuer to the Reporting Person. The Reporting Person and George Jay Goldsmith are married but the Reporting Person expressly disclaims beneficial ownership of the Ordinary Shares owned by Mr. Goldsmith.

ITEM 1.

(a) Name of Issuer

COMPASS Pathways plc (the “Issuer”)

(b) Address of Issuer’s Principal Executive Offices

3 rd Floor

1 Ashley Road

Altrincham

Chesire WA14 2DT

United Kingdom

ITEM 2.

(a) Name of Person Filing

This statement is filed by George Jay Goldsmith and Ekaterina Malievskaia.

(b) Address of Principal Business Office or, if none, Residence

Each Reporting Person’s address is c/o COMPASS Pathways plc, 3 rd Floor, 1 Ashley Road, Altrincham, Cheshire WA14 2DT, United Kingdom.

(c) Citizenship

The Reporting Persons are citizens of the United Kingdom.

(d) Title of Class of Securities

Ordinary shares, nominal value £0.008 per share

(e) CUSIP Number

The CUSIP number 20451W101 has been assigned to the ADSs of the Issuer. Each ADS represents one Ordinary Share. No CUSIP number has been assigned to the Ordinary Shares of the Issuer.

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;
(b)	☐	Bank as defined in Section 3(a)(6) of the Act;
(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act;
(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	☐	A parent holding company or control person in accordance with Rule 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;
(j)	☐	A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k)	☐	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

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

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

(a) and (b) Amount beneficially owned:

	(i)	Mr. Goldsmith directly owns 4,521,571 Ordinary Shares, representing approximately 12.6% of the outstanding Ordinary Shares.
	(ii)	Dr. Malievskaia directly owns 4,521,571 Ordinary Shares, representing approximately 12.6% of the outstanding Ordinary Shares. Mr. Goldsmith and Dr. Malievskaia are married to each other, but each Reporting Person expressly disclaims beneficial ownership of the securities held by the other Reporting Person. The percentage of the outstanding Ordinary Shares beneficially owned by the Reporting Persons is based on 35,930,331 Ordinary Shares outstanding as of December 31, 2020, as reported by the Issuer to the Reporting Persons.
(c)	Number of shares as to which such person has:

Reporting Person	Number of Shares of Common Shares — (i)	(ii)	(iii)	(iv)
George Jay Goldsmith	4,521,571	0	4,521,571	0
Ekaterina Malievskaia	4,521,571	0	4,521,571	0

(i)	Sole power to vote or direct the vote
(ii)	Shared power to vote or to direct the vote
(iii)	Sole power to dispose or to direct the disposition of
(iv)	Shared power to dispose or to direct the disposition of

ITEM 5. Ownership of Five Percent or Less of a Class

Not applicable.

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

Not applicable.

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.

Date: February 12, 2021
/s/ George Jay Goldsmith
EKATERINA MALIEVSKAIA
/s/ Ekaterina Malievskaia

Joint Filing Agreement

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Date: February 12, 2021
/s/ George Jay Goldsmith
EKATERINA MALIEVSKAIA
/s/ Ekaterina Malievskaia