Merck & Co., Inc. — Major Shareholding Notification 2021

Jan 4, 2021

SC 13G 1 tm211463d1_sc13g.htm SC 13G

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

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

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Yumanity Therapeutics, Inc.

(Name of Issuer)

Common stock, par value $0.001 per share

(Title of Class of Securities)

98872L 102

(CUSIP Number)

December 22, 2020

(Date of Event Which Requires Filing of this Statement)

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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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CUSIP No. 98872L 102 Schedule 13G

| (1) | Names
of reporting persons. | | Merck
& Co., Inc. |
| --- | --- | --- | --- |
| (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. | | New
Jersey |
| Number
of shares beneficially owned by each reporting person with: | | | |
| | (5) | Sole voting
power. | 0 |
| | (6) | Shared voting power. | 526,999 |
| | (7) | Sole dispositive power. | 0 |
| | (8) | Shared dispositive power. | 526,999 |
| (9) | Aggregate
amount beneficially owned by each reporting person. | | 526,999 |
| (10) | Check
if the aggregate amount in Row (9) excludes certain shares (see instructions). | | ¨ |
| (11) | Percent
of class represented by amount in Row (9). | | 5.2% |
| (12) | Type
of reporting person (see instructions). | | CO,
HC |

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CUSIP No. 98872L 102 Schedule 13G

| (1) | Names
of reporting persons. | | Merck
Sharp & Dohme Corp. |
| --- | --- | --- | --- |
| (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. | | New
Jersey |
| Number
of shares beneficially owned by each reporting person with: | | | |
| | (5) | Sole voting
power. | 0 |
| | (6) | Shared voting power. | 526,999 |
| | (7) | Sole dispositive power. | 0 |
| | (8) | Shared dispositive power. | 526,999 |
| (9) | Aggregate
amount beneficially owned by each reporting person. | | 526,999 |
| (10) | Check
if the aggregate amount in Row (9) excludes certain shares (see instructions). | | ¨ |
| (11) | Percent
of class represented by amount in Row (9). | | 5.2% |
| (12) | Type
of reporting person (see instructions). | | CO |

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CUSIP No. 98872L 102 Schedule 13G

Item 1.

(a) Name of issuer

Yumanity Therapeutics, Inc.

(b) Address of issuer’s principal executive offices

80 Guest Street, Suite 500

Boston, MA 02135

Item 2.

(a) Name of person filing

This Schedule 13G is being filed on behalf of the following:

i. Merck & Co., Inc. (“ Merck ”)

ii. Merck Sharp & Dohme Corp. (“ MSD ”), which is a wholly owned subsidiary of Merck

Merck and MSD are collectively referred to in this Schedule 13G as the “ Reporting Persons ”.

(b) Address or principal business office or, if none, residence

i. The address of the principal business office for Merck is: 2000 Galloping Hill Road, Kenilworth, NJ 07033.

ii. The address of the principal business office for MSD is: One Merck Drive, Whitehouse Station, NJ 08889.

(c) Citizenship

i. Merck is a New Jersey corporation.

ii. MSD is a New Jersey corporation.

(d) Title of class of securities

Common stock, par value $0.001 per share (“ Common Stock ”)

(e) CUSIP No.

98872L 102

ITEM 3. Statement Filed Pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c)

Not applicable.

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CUSIP No. 98872L 102 Schedule 13G

ITEM 4. Ownership

(a)-(c) The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 5 through 9 and Row 11 of the cover pages hereto is incorporated herein by reference.

The ownership percentage of each Reporting Person set forth in Row 11 of the cover pages hereto has been calculated based on 10,094,783 shares of Common Stock outstanding as of December 22, 2020, as disclosed in the Issuer’s Form 8-K filed with the SEC on December 30, 2020.

ITEM 5. Ownership of 5 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 securities, check the following ¨

ITEM 6. Ownership of More than 5 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 or Control Person.

The reported securities are owned directly by MSD, which is a wholly owned subsidiary of Merck. Merck is an indirect beneficial owner of the reported securities.

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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 4, 2021

Merck & Co., Inc.
By:	/s/ Kelly Grez
Name: Kelly Grez
Title: Deputy Corporate Secretary
Merck Sharp & Dohme Corp.
By:	/s/ Jon Filderman
Name: Jon Filderman
Title: Vice President

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EXHIBIT INDEX

Exhibit	Description
99.1.	Joint Filing Agreement

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