| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION |
||
| Washington, D.C. 20549 |
| SCHEDULE 13D/A |
Under the Securities Exchange Act of
1934
(Amendment. No. 2)
APPLIED THERAPEUTICS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
03828A 101
(CUSIP Number)
Shoshana Shendelman
Applied Therapeutics, Inc.
545 Fifth Avenue, Suite 1400
New York, New York 10017
Telephone: (212) 220-9226
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 14, 2020
(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 ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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).
| 1. | Names of Reporting Persons Shoshana Shendelman | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) PF | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization United States of America | ||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power 3,843,963 (1) | |
| 8. | Shared Voting Power 2,492,094(2) | ||
| 9. | Sole Dispositive Power 3,843,963(1) | ||
| 10. | Shared Dispositive Power 2,492,094(2) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,336,057 | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 26.5%(3) | ||
| 14. | Type of Reporting Person (See Instructions) IN | ||
| (1) | Includes (a) 88,397 shares held by Clearpoint Strategy Group LLC, of which Dr. Shendelman is the sole owner, (b) 1,750,000 shares held by Sycamore 2020 GRAT, over which Dr. Shendelman holds sole voting and dispositive power over such shares as the Investment Advisor, and (c) 1,451,281 shares of Common Stock underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days of August 10, 2020. |
| (2) | Represents (a) 1,492,094 shares held by Sycamore Family I LLC, of which Dr. Shendelman’s spouse, Vladimir Shendelman, is the sole manager, (b) 290,280 shares held by Ginko Family LLC, of which Dr. Shendelman is the sole manager and (c) 709,720 shares held by Vladimir Shendelman. |
| (3) | Based upon 22,453,414 shares of Common Stock outstanding as of August 10, 2020. See also footnote 1 above. |
| 1. | Names of Reporting Persons Sycamore Family I LLC | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | ¨ | ||||
| 3. | SEC Use Only | ||||
| 4. | Source of Funds (See Instructions) NA | ||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
| 6. | Citizenship or Place of Organization Delaware | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power 0 | |||
| 8. | Shared Voting Power 1,492,094 | ||||
| 9. | Sole Dispositive Power 0 | ||||
| 10. | Shared Dispositive Power 1,492,094 | ||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,492,094 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| 13. | Percent of Class Represented by Amount in Row (11) 6.7%(4) | |
| 14. | Type of Reporting Person (See Instructions) OO | |
(4) Based upon 22,453,414 shares of Common Stock outstanding as of August 10, 2020.
Explanatory Note
This Amendment No. 2 (this “Amendment”) to Schedule 13D relates to the common stock, par value $0.0001 per share (“Common Stock”), of Applied Therapeutics, Inc., a Delaware corporation (the “Issuer”), and amends the initial statement on Schedule 13D filed on May 29, 2019 (the “Original Schedule 13D”) as amended by that certain Amendment No. 1 filed on June 1, 2020 (“Amendment No. 1”) (as amended, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment shall have the same meanings ascribed to them in the Original Schedule 13D. This Amendment amends the disclosures in the text of Items 4, 5 and 6 to update information about the Reporting Persons.
Item 4. Purpose of Transaction.
The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented to include the following disclosure at the end of the first paragraph added in Amendment No. 1:
On July 16, 2020, Dr. Shendelman informed the board of directors of the Issuer that she would terminate the written trading plan that she had entered into on May 28, 2020 and previously disclosed in Amendment No. 1 (the “Trading Plan”) prior to the next scheduled trades in August 2020. Following the Issuer's filing of its Quarterly Report on Form 10-Q for the period ended June 30, 2020 on August 11, 2020, Dr. Shendelman executed a Termination Notice on August 13, 2020, terminating the Trading Plan. The termination became effective on August 14, 2020.
The information set forth in Item 5(c) hereto is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
The information contained in Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The information below is based on 22,453,414 shares of Common Stock outstanding as of August 10, 2020.
(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by each Reporting Person.
The securities beneficially owned by Dr. Shendelman include 1,451,281 shares of Common Stock underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days of August 10, 2020.
(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c) The following transactions were effected by Dr. Shendelman pursuant to the Trading Plan between July 7, 2020 through July 22, 2020 and previously disclosed on Forms 4 filed by Dr. Shendelman. Except as described in this statement, none of the Reporting Persons have effected any transactions in Common Stock in the 60 days prior to the date of this statement.
| Reporting Person |
Trade Date | Buy/Sell | Number of Shares | Weighted Average Price Per Share |
Price Range | How Transaction was Effected |
| S. Shendelman | 7/7/2020 | Sell | 15,000 | $32.17 | $31.01-$32.61 | Pursuant to the Trading Plan |
| S. Shendelman | 7/8/2020 | Sell | 15,000 | $32.32 | $31.61-$33.31 | Pursuant to the Trading Plan |
| S. Shendelman | 7/9/2020 | Sell | 15,000 | $31.10 | $30.34-$32.22 | Pursuant to the Trading Plan |
| S. Shendelman | 7/20/2020 | Sell | 15,000 | $27.34 | $26.62-$28.64 | Pursuant to the Trading Plan |
| S. Shendelman | 7/21/2020 | Sell | 15,000 | $27.05 | $26.20-$28.24 | Pursuant to the Trading Plan |
| S. Shendelman | 7/22/2020 | Sell | 15,000 | $25.66 | $25.05-$26.96 | Pursuant to the Trading Plan |
(d) Except as described in this statement, no person has the power to direct the receipt of dividends on or the proceeds of sales of, the shares of Common Stock owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information contained in Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following disclosure at the end of the last paragraph:
As disclosed in Item 4, the Trading Plan was terminated effective August 14, 2020.
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: August 14, 2020 | |||
| /s/ Shoshana Shendelman | |||
| Shoshana Shendelman | |||
| Sycamore Family I LLC | |||
| By: | /s/ Vladimir Shendelman | ||
| Name: | Vladimir Shendelman | ||
| Title: | Manager | ||