SYNLOGIC, INC. — Major Shareholding Notification 2018

Feb 9, 2018

SC 13G/A 1 sc13ga.htm

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

SYNLOGIC, INC.

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(Name of Issuer)

Common Stock

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(Title of Class of Securities)

87166L100

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(CUSIP Number)

December 31, 2017

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(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

| [X] | 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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CUSIP No. 87166L100 13G Page 2 of 8 Pages

| | NAMES
OF REPORTING PERSONS |
| --- | --- |
| | Opaleye
Management Inc. |
| 1 | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 20-5648796 |
| | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| | (a)
[ ] |
| 2 | (b)
[ ] |
| | SEC
USE ONLY |
| 3 | |
| | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| 4 | Massachusetts |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | SOLE
VOTING POWER |
| --- | --- |
| 5 | 0 |
| | SHARED
VOTING POWER |
| 6 | 0 |
| | SOLE
DISPOSITIVE POWER |
| 7 | 0 |
| | SHARED
DISPOSITIVE POWER |
| 8 | 0 |

| | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| --- | --- |
| 9 | 0 |
| | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| 10 | [ ] |
| | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 11 | 0.0% (Please see Item 4 below) |
| | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| 12 | CO |

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CUSIP No. 87166L100 13G Page 3 of 8 Pages

| | NAMES
OF REPORTING PERSONS |
| --- | --- |
| 1 | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Opaleye,
L.P. |
| | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| | (a)
[ ] |
| 2 | (b)
[ ] |
| | SEC
USE ONLY |
| 3 | |
| | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| 4 | Delaware |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | SOLE
VOTING POWER |
| --- | --- |
| 5 | 0 |
| | SHARED
VOTING POWER |
| 6 | 0 |
| | SOLE
DISPOSITIVE POWER |
| 7 | 0 |
| | SHARED
DISPOSITIVE POWER |
| 8 | 0 |

| | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| --- | --- |
| 9 | 0 |
| | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| 10 | [ ] |
| | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 11 | 0.0% (Please see Item 4 below) |
| | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| 12 | PN |

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CUSIP No. 87166L100 13G Page 4 of 8 Pages

| | NAMES
OF REPORTING PERSONS |
| --- | --- |
| 1 | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) James
Silverman |
| | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| | (a)
[ ] |
| 2 | (b)
[ ] |
| | SEC
USE ONLY |
| 3 | |
| | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| 4 | United
States |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | SOLE
VOTING POWER |
| --- | --- |
| 5 | 0 |
| | SHARED
VOTING POWER |
| 6 | 0 |
| | SOLE
DISPOSITIVE POWER |
| 7 | 0 |
| | SHARED
DISPOSITIVE POWER |
| 8 | 0 |

| | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| --- | --- |
| 9 | 0 |
| | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| 10 | [ ] |
| | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 11 | 0.0% (Please see Item 4 below) |
| | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| 12 | IN |

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CUSIP No. 87166L100 13G Page 5 of 8 Pages

| Item
1(a). | Name
of Issuer: |
| --- | --- |
| | The
name of the issuer is Synlogic,Inc. (the “ Company ”). |
| Item
1(b). | Address
of Issuer’s Principal Executive Offices: |
| | The
Company’s principal executive offices are located at 200 Sidney St., Suite 320, Cambridge, MA 02139 |
| Item
2(a). | Name
of Person Filing. |
| | This
statement is filed by the entities and persons listed below, who are collectively referred to herein as “ Reporting
Persons” with respect to the shares of common stock of the Company: |
| | Opaleye
Fund |
| | Opaleye,
L.P. (the “ Opaleye Fund ”), a private fund formed in the state of Delaware. |
| | Investment
Manager |
| | Opaleye
Management Inc. (the “ Investment Manager” ), with respect to the shares of common stock held by the Opaleye
Fund, a private fund to which the Investment Manager serves as investment manager. |
| | Reporting
Individual |
| | Mr.
James Silverman (the “ Reporting Individual” ), with respect to the shares of common stock held by the Opaleye
Fund. Mr. Silverman is the President of the Investment Manager. |
| Item
2(b). | Address
of Principal Business Office or, if None, Residence. |
| | One
Boston Place, 26 th Floor |
| | Boston,
Massachusetts 02108 |
| Item
2(c). | Citizenship. |
| | Citizenship
is set forth in Row 4 of the cover page for each Reporting Person and is incorporated herein by reference for each such Reporting
Person. |
| Item
2(d). | Title
of Class of Securities. |
| | Common
Stock, $0.001 par value |
| Item
2(e). | CUSIP
Number. |
| | 87166L100 |

ITEM 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

| (a) | [ ] | Broker
or dealer registered under Section 15 of the Exchange Act. |
| --- | --- | --- |
| (b) | [ ] | Bank
as defined in Section 3(a)(6) of the Exchange Act. |

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CUSIP No. 87166L100 13G Page 6 of 8 Pages

| (c) | [ ] | Insurance
company as defined in Section 3(a)(19) of the Exchange Act. |
| --- | --- | --- |
| (d) | [ ] | Investment
company registered under Section 8 of the Investment Company Act. |
| (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 association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
| (i) | [ ] | A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act; |
| (j) | [ ] | A
non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
| (k) | [ ] | Group,
in accordance with Rule 13d-1(b)(1)(ii)(K). |

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _____

Item 4. Ownership.

| (a) | Amount
beneficially owned: |
| --- | --- |
| | Opaleye
Management Inc. — 0 shares |
| | Opaleye,
L.P. — 0 shares |
| | James
Silverman — 0 shares |
| (b) | Percent
of class: |
| | Opaleye
Management Inc. — 0% |
| | Opaleye,
L.P. — 0% |
| | James
Silverman — 0% |
| (c) | Number
of shares as to which the person has: |

| (i) | Sole
power to vote or to direct the vote: |
| --- | --- |
| | Opaleye
Management Inc. — 0 shares |
| | Opaleye,
L.P. — 0 shares |
| | James
Silverman — 0 shares |
| (ii) | Shared
power to vote or to direct the vote: |
| | Opaleye
Management Inc. — 0 shares |
| | Opaleye,
L.P. — 0 shares |
| | James
Silverman — 0 shares |

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CUSIP No. 87166L100 13G Page 7 of 8 Pages

| (iii) | Sole
power to dispose or to direct the disposition of: |
| --- | --- |
| | Opaleye
Management Inc. — 0 shares |
| | Opaleye,
L.P. — 0 shares |
| | James
Silverman — 0 shares |
| (iv) | Shared
power to dispose or to direct the disposition of: |
| | Opaleye
Management Inc. — 0 shares |
| | Opaleye,
L.P. — 0 shares |
| | James
Silverman — 0 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 [X].

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 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. Certification.

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.

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CUSIP No. 87166L100 13G Page 8 of 8 Pages

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 9, 2018 | By: | /s/
James Silverman |
| --- | --- | --- |
| | | James
Silverman |
| | Opaleye,
L.P. | |
| Date:
February 9, 2018 | By: | /s/
James Silverman |
| | Name: | James
Silverman |
| | Title: | Managing
Member of Opaleye |
| | | GP
LLC, the General Partner of |
| | | Opaleye,
L.P. |
| | Opaleye
Management Inc. | |
| Date:
February 9, 2018 | By: | /s/
James Silverman |
| | Name: | James
Silverman |
| | Title: | President |

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JOINT FILING AGREEMENT

This Joint Filing Agreement, dated February 9, 2018, is entered into by and among Opaleye Management Inc., a Massachusetts corporation, Opaleye, L.P., a Delaware limited partnership and James Silverman, an individual (collectively referred to herein as (the “Filers”). Each of the Filers may be required to file with the U.S. Securities and Exchange Commission a statement on Schedule 13G with respect to common stock, $0.001 par value, of Mirna Therapeutics, Inc. beneficially owned by them from time to time. Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule. This Joint Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.

DATED: February 9, 2018

| By: | /s/
James Silverman |
| --- | --- |
| | James
Silverman |
| Opaleye,
L.P. | |
| By: | /s/
James Silverman |
| Name: | James
Silverman |
| Title: | Managing
Member of |
| | Opaleye
GP LLC, the General Partner |
| | of
Opaleye, L.P. |
| Opaleye
Management Inc. | |
| By: | /s/
James Silverman |
| Name: | James
Silverman |
| Title: | President |

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