GlaxoSmithKline PLC — Major Shareholding Notification 2021

Sep 27, 2021

SC 13G/A 1 fulc-sc13ga_081621.htm AMENDMENT TO FORM SC 13G

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1- Exit Filing)*

Fulcrum Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

359616109

(CUSIP Number)

August 16, 2021

(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).

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13G/A1

CUSIP No. 359616109
1. Names of Reporting Persons. GlaxoSmithKline plc
2. Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3. SEC Use Only
4. Citizenship or Place of Organization England and Wales
Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power 1,785,714
	6. Shared Voting Power 0
	7. Sole Dispositive Power 1,785,714
	8. Shared Dispositive Power 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,785,714
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares ☐
11. Percent of Class Represented by Amount in Row (9) 4.5% (1)
12. Type of Reporting Person CO

(1) Common Shares are held of record by Glaxo Group Limited, an indirect, wholly-owned subsidiary of the Reporting Person

(2) Based upon 39,308,425 shares of the Issuer’s Common Stock outstanding as of August 16, 2021 , upon the closing of the Issuer’s public offering, as reported in the Issuer’s prospectus supplement dated August 11, 2021 (the “Final Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) on August 12, 2021 pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended.

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13G/A1

CUSIP No. 359616109

ITEM 1.

(a) Name of Issuer:

Fulcrum Therapeutics, Inc. (the “Company”)

(b) Address of Issuer's Principal Executive Offices:

26 Landsdowne Street

Cambridge, MA 02139

ITEM 2.

(a) Name of Person Filing:

GlaxoSmithKline plc.

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

980 Great West Road

Brentford

Middlesex

TW8 9GS

England

(c) Citizenship:

England and Wales

(d) Title of Class of Securities:

Common Stock, par value $0.001 (the “Common Stock”)

(e) CUSIP Number:

359616109

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

Not Applicable

ITEM 4. OWNERSHIP.

The information in items 1 and 5 through 11 on the cover page of this Schedule 13G is hereby incorporated by reference.

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13G/A1

CUSIP No. 359616109

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.

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.

Not Applicable

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13G/A1

CUSIP No. 359616109

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.

September 23, 2021

(Date)

/s/ Victoria Whyte

(Signature)

Authorized Signatory, GlaxoSmithKline PLC

(Name/Title)

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