NuCana plc — Major Shareholding Notification 2021

Jun 15, 2021

SC 13D/A 1 tm2119779d1_sc13da.htm SC 13D/A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)*

NuCana plc

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(Name of Issuer)

Ordinary Shares

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(Title of Class of Securities)

67022C106

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(CUSIP Number)

Armance Bordes

Sofinnova Partners SAS

7-11 blvd Haussmann

75009 Paris

France

+33 1 76 23 41 09

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(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 20, 2021

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(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

• 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. 67022C106 Page 2 of 10

1.	Name of Reporting Persons Sofinnova Capital VI FCPR (“SC VI”)
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) (b)	¨ x
3.	SEC USE ONLY
4.	Source of Funds (see instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization France

| Number of Shares Beneficially Owned by Each Reporting Person With | Sole Voting Power 4,978,993 ordinary shares
(including ordinary shares represented by American depositary shares), except that Sofinnova Partners SAS, a French corporation
(“SP SAS”), the management company of SC VI, may be deemed to have sole voting power, and Denis Lucquin (“Lucquin”),
Antoine Papiernik (“Papiernik”), Henrijette Richter (“Richter”), Monique Saulnier (“Saulnier”)
and Graziano Seghezzi (“Seghezzi”), the managing partners of SP SAS, may be deemed to have shared power to vote these
shares . |
| --- | --- |
| 8. | Shared Voting Power See row 7. |
| 9. | Sole Dispositive Power 4,978,993 ordinary shares
(including ordinary shares represented by American depositary shares), except that SP SAS, the management company of SC VI, may
be deemed to have sole power to dispose of these shares, and Lucquin, Papiernik, Richter, Saulnier and Seghezzi, the managing partners
of SP SAS, may be deemed to have shared power to dispose of these shares . |
| 10. | Shared Dispositive Power See row 9. |

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,978,993
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)	¨
13.	Percent of Class Represented by Amount in Row 11 9.7% 1
14.	Type of Reporting Person (see instructions) 00

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1 Percentage of class is calculated based on 51,174,545 ordinary shares outstanding as of December 31, 2020, as reported in NuCana plc’s Annual Report on Form 20-F filed with the SEC on March 4, 2021.

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CUSIP No. 67022C106 Page 3 of 10

1.	Name of Reporting Persons Sofinnova Partners SAS, a French corporation (“SP SAS”)
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) (b)	¨ x
3.	SEC USE ONLY
4.	Source of Funds (see instructions) 00
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization France

| Number of Shares Beneficially Owned by Each Reporting Person With | Sole Voting Power 4,978,993 ordinary shares
(including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to
have sole voting power, and Lucquin, Papiernik, Richter, Saulnier and Seghezzi, the managing partners of SP SAS, may be deemed
to have shared power to vote these shares . |
| --- | --- |
| 8. | Shared Voting Power See row 7. |
| 9. | Sole Dispositive Power 4,978,993 ordinary shares
(including ordinary shares represented by American depositary shares), except that SP SAS, the management company of SC VI, may
be deemed to have sole power to dispose of these shares, and Lucquin, Papiernik, Richter, Saulnier and Seghezzi, the managing partners
of SP SAS, may be deemed to have shared power to dispose of these shares . |
| 10. | Shared Dispositive Power See row 9. |

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,978,993
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)	¨
13.	Percent of Class Represented by Amount in Row 11 9.7% 2
14.	Type of Reporting Person (see instructions) 00

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2 Percentage of class is calculated based on 51,174,545 ordinary shares outstanding as of December 31, 2020, as reported in NuCana plc’s Annual Report on Form 20-F filed with the SEC on March 4, 2021.

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CUSIP No. 04351P101 Page 4 of 10

1.	Name of Reporting Persons Denis Lucquin (“Lucquin”)
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) (b)	¨ x
3.	SEC USE ONLY
4.	Source of Funds (see instructions) 00
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization French Citizen

| Number of Shares Beneficially Owned by Each Reporting Person With | Sole
Voting Power 0 |
| --- | --- |
| 8. | Shared
Voting Power 4,978,993 ordinary shares
(including ordinary shares represented by American depositary shares). SP SAS, the management company of SC VI, may be deemed to
have sole voting power, and Lucquin, a managing partner of SP SAS, may be deemed to have shared power to vote these shares . |
| 9. | Sole
Dispositive Power 0 |
| 10. | Shared
Dispositive Power 4,978,993 ordinary shares (including ordinary shares represented by American depositary
shares). SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Lucquin, a managing
partner of SP SAS, may be deemed to have shared power to dispose of these shares. |

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,978,993
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)	¨
13.	Percent of Class Represented by Amount in Row 11 9.7% 3
14.	Type of Reporting Person (see instructions) IN

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3 Percentage of class is calculated based on 51,174,545 ordinary shares outstanding as of December 31, 2020, as reported in NuCana plc’s Annual Report on Form 20-F filed with the SEC on March 4, 2021.

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CUSIP No. 04351P101 Page 5 of 10

1.	Name of Reporting Persons Antoine Papiernik (“Papiernik”)
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) (b)	¨ x
3.	SEC USE ONLY
4.	Source of Funds (see instructions) 00
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization French Citizen

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
8.	Shared Voting Power 4,978,993 ordinary shares (including ordinary shares represented by American depositary
shares). SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Papiernik, a managing partner of SP SAS,
may be deemed to have shared power to vote these shares.
9.	Sole Dispositive Power 0
10.	Shared Dispositive Power 4,978,993 ordinary shares (including ordinary shares represented by American depositary
shares). SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Papiernik, a managing
partner of SP SAS, may be deemed to have shared power to dispose of these shares.

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,978,993
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)	¨
13.	Percent of Class Represented by Amount in Row 11 9.7% 4
14.	Type
of Reporting Person (see instructions) IN

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4 Percentage of class is calculated based on 51,174,545 ordinary shares outstanding as of December 31, 2020, as reported in NuCana plc’s Annual Report on Form 20-F filed with the SEC on March 4, 2021.

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CUSIP No. 04351P101 Page 6 of 10

1.	Name of Reporting Persons Henrijette Richter (“Richter”)
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) (b)	¨ x
3.	SEC USE ONLY
4.	Source of Funds (see instructions) 00
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Danish Citizen

| Number of Shares Beneficially Owned by Each Reporting Person With | Sole
Voting Power 0 |
| --- | --- |
| 8. | Shared
Voting Power 4,978,993 ordinary shares (including ordinary shares represented by American depositary
shares). SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Richter, a managing partner of SP SAS,
may be deemed to have shared power to vote these shares. |
| 9. | Sole
Dispositive Power 0 |
| 10. | Shared
Dispositive Power 4,978,993 ordinary shares (including ordinary shares represented by American depositary
shares). SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Richter, a managing
partner of SP SAS, may be deemed to have shared power to dispose of these shares. |

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,978,993
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)	¨
13.	Percent of Class Represented by Amount in Row 11 9.7% 5
14.	Type of Reporting Person (see instructions) IN

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5 Percentage of class is calculated based on 51,174,545 ordinary shares outstanding as of December 31, 2020, as reported in NuCana plc’s Annual Report on Form 20-F filed with the SEC on March 4, 2021.

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CUSIP No. 04351P101 Page 7 of 10

1.	Name of Reporting Persons Monique Saulnier (“Saulnier”)
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) (b)	¨ x
3.	SEC USE ONLY
4.	Source of Funds (see instructions) 00
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization French Citizen

| Number of Shares Beneficially Owned by Each Reporting Person With | Sole
Voting Power 0 |
| --- | --- |
| 8. | Shared
Voting Power 4,978,993 ordinary shares (including ordinary shares represented by American depositary
shares). SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Saulnier, a managing partner of SP SAS,
may be deemed to have shared power to vote these shares. |
| 9. | Sole
Dispositive Power 0 |
| 10. | Shared
Dispositive Power 4,978,993 ordinary shares (including ordinary shares represented by American depositary
shares). SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Saulnier, a managing
partner of SP SAS, may be deemed to have shared power to dispose of these shares. |

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,978,993
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)	¨
13.	Percent of Class Represented by Amount in Row 11 9.7% 6
14.	Type of Reporting Person (see instructions) IN

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6 Percentage of class is calculated based on 51,174,545 ordinary shares outstanding as of December 31, 2020, as reported in NuCana plc’s Annual Report on Form 20-F filed with the SEC on March 4, 2021.

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CUSIP No. 04351P101 Page 8 of 10

1.	Name of Reporting Persons Graziano Seghezzi (“Seghezzi”)
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) (b)	¨ x
3.	SEC USE ONLY
4.	Source of Funds (see instructions) 00
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Italian Citizen

| Number of Shares Beneficially Owned by Each Reporting Person With | Sole
Voting Power 0 |
| --- | --- |
| 8. | Shared
Voting Power 4,978,993 ordinary shares (including ordinary shares represented by American depositary
shares). SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Seghezzi, a managing partner of SP SAS,
may be deemed to have shared power to vote these shares. |
| 9. | Sole
Dispositive Power 0 |
| 10. | Shared
Dispositive Power 4,978,993 ordinary shares (including ordinary shares represented by American depositary
shares). SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Seghezzi, a managing
partner of SP SAS, may be deemed to have shared power to dispose of these shares. |

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,978,993
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)	¨
13.	Percent of Class Represented by Amount in Row 11 9.7% 7
14.	Type of Reporting Person (see instructions) IN

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7 Percentage of class is calculated based on 51,174,545 ordinary shares outstanding as of December 31, 2020, as reported in NuCana plc’s Annual Report on Form 20-F filed with the SEC on March 4, 2021.

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Page 9 of 10

Amendment No. 5 to Schedule 13D

This Amendment No. 5 (“Amendment No. 5”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) by Sofinnova Capital VI FCPR (“SC VI”), Sofinnova Partners SAS, a French corporation (“SP SAS”), Denis Lucquin (“Lucquin”), Antoine Papiernik (“Papiernik”), Henrijette Richter (“Richter”), Monique Saulnier (“Saulnier”), and Graziano Seghezzi (“Seghezzi”), the managing partners of SP SAS (collectively, the “Listed Persons” and together with SC VI and SP SAS, the “Reporting Persons”) on February 21, 2018, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on February 14, 2019, as further amended by Amendment No. 2 to Schedule 13D filed with the SEC on February 12, 2020, as further amended by Amendment No. 3 to Schedule 13D filed with the SEC on October 28, 2020, and as further amended by Amendment No. 4 to Schedule 13D filed with the SEC on February 2, 2021 (collectively, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D, as amended. Capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:

(c) SC VI sold ADSs of NuCana plc on the following dates at the daily average prices indicated below:

Date — February 9, 2021	52,789	Per Share Average Price — $ 6.3017	Open Market
February 10, 2021	31,407	$ 6.1147	Open Market
February 11, 2021	18,103	$ 6.0850	Open Market
February 12, 2021	16,250	$ 6.0621	Open Market
February 16, 2021	15,619	$ 6.0119	Open Market
May 5, 2021	33,656	$ 3.9251	Open Market
May 6, 2021	83,492	$ 3.5538	Open Market
May 7, 2021	35,832	$ 3.6408	Open Market
May 10, 2021	86,543	$ 3.2760	Open Market
May 11, 2021	27,322	$ 3.3070	Open Market
May 12, 2021	56,253	$ 3.1480	Open Market
May 13, 2021	77,811	$ 2.9135	Open Market
May 14, 2021	66,538	$ 2.9641	Open Market
May 17, 2021	57,100	$ 3.0586	Open Market
May 18, 2021	63,020	$ 3.1649	Open Market
May 19, 2021	53,281	$ 2.9732	Open Market
May 20, 2021	44,833	$ 2.9935	Open Market
Total:	819,849

Item 7. Material to Be Filed as Exhibits.

Exhibit	Description
99.1	Joint
Filing Agreement, dated as of February 21, 2018, by and among Sofinnova Capital VI FCPR, Sofinnova Partners SAS, Denis Lucquin,
Antoine Papiernik, Henrijette Richter, Monique Saulnier and Graziano Seghezzi (incorporated by reference to Exhibit A to the Schedule
13D filed by Sofinnova Capital VI FCPR on February 21, 2018).

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Page 10 of 10

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.

Dated: June 14, 2021

SOFINNOVA CAPITAL VI FCPR		SOFINNOVA PARTNERS SAS
By: Sofinnova Partners SAS
		By:	/s/ Monique Saulnier
By:	/s/ Monique Saulnier	Name:	Monique Saulnier
Name:	Monique Saulnier	Title:	Managing Partner
Title:	Managing Partner
By:	/s/ Denis Lucquin	By:	/s/ Monique Saulnier
Name:	Denis Lucquin	Name:	Monique Saulnier
By:	/s/ Antoine Papiernik	By:	/s/ Henrijette Richter
Name:	Antoine Papiernik	Name:	Henrijette Richter
By:	/s/ Graziano Seghezzi
Name:	Graziano Seghezzi

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