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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
_____________________________
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment. No. 5)
_____________________________
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)
 
October 12, 2022
(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
5,078,741(1)
   
8.
Shared Voting Power
2,492,094(2)
   
9.
Sole Dispositive Power
5,078,741(1)
   
10.
Shared Dispositive Power
2,492,094(2)
     
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
7,570,835
   
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
   
13.
Percent of Class Represented by Amount in Row (11)
14.9%(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 2022 GRAT, over which Dr. Shendelman holds sole voting and dispositive power over such shares as the Investment Advisor, and (c) 2,714,649 shares of Common Stock underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days of October 14, 2022.
(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 48,020,712 shares of Common Stock outstanding as of September 9, 2022. See also footnote 1 above.



2


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)
3.1%(4)
   
14.
Type of Reporting Person (See Instructions)
OO
 
(4)
Based upon 48,020,712 shares of Common Stock outstanding as of September 9, 2022.


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Explanatory Note
This Amendment No. 5 (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”), that certain Amendment No. 2 filed on August 14, 2020 (“Amendment No. 2”), that certain Amendment No. 3 filed on April 16, 2021 (“Amendment No. 3”), and that certain Amendment No. 4 filed on January 28, 2022 (“Amendment No. 4” and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2 and Amendment No. 3, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment shall have the same meanings ascribed to them in the Schedule 13D. This Amendment amends the disclosures in the text of Items 3, 4 and 5 to update information about the Reporting Persons.
Item 3. Source and Amount of Funds and Other Consideration.
The information contained in Item 3 of the Schedule 13D is hereby amended and supplemented to include the following:
On October 12, 13 and 14, 2022, Dr. Shendelman purchased 38,153, 73,256 and 50,000 shares of Common Stock, respectively, on the open market for an aggregate purchase price of $19,954.94, $40,895.23 and $32,251.54, respectively (the “Share Purchases”). Dr. Shendelman purchased all of these shares using her personal funds.
Item 4. Purpose of Transaction.
The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:
As a result of the Issuer’s public offering of 20,000,000 shares of Common Stock, 10,000,000 pre-funded warrants to purchase shares of Common Stock and accompanying warrants to purchase up to 30,000,0000 shares of Common Stock, completed on June 27, 2022 (the “June Offering”), as well as the Share Purchases and options to purchase shares of Common Stock vesting from 61 days following the date of Amendment No. 4 through 60 days from the date of this Amendment, Dr. Shendelman’s beneficial ownership of Common Stock has changed by more than one percent of the outstanding shares of Common Stock since the date of Amendment No. 4.
The information set forth in Item 3 of this Amendment is incorporated into this Item 4 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 48,020,712 shares of Common Stock outstanding as of September 9, 2022.
(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 2,714,649 shares of Common Stock underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days of October 14, 2022.
(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) Except for the Share Purchases as set forth below, the Reporting Persons have not engaged in any transaction during the past 60 days involving shares of the Issuer’s Common Stock. The below purchases of Common Stock occurred on the open market.
Date of Transaction
Quantity of Common Stock Purchased
Price per Share of Common Stock(1)(2)
10/12/2022
38,153
$0.5227(3)
10/13/2022
73,256
$0.5582(4)
10/14/2022 50,000 $0.6450(5)
(1) Excludes commissions and other execution-related costs.
(2) Upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each separate price will be provided.
(3) Reflects a weighted average price, at prices ranging from $0.504 to $0.537 per share, inclusive.
(4) Reflects a weighted average price, at prices ranging from $0.512 to $0.5768 per share, inclusive.
(4) Reflects a weighted average price, at prices ranging from $0.6005 to $0.665 per share, inclusive.
(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) On June 27, 2022, solely from a change in the aggregate number of the Issuer’s outstanding Common Stock as a result of the June Offering, Sycamore Family I LLC ceased to be the beneficial owner of more than five percent of the Issuer’s outstanding Common Stock.


4

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: October 14, 2022

 
/s/ Shoshana Shendelman
 
Shoshana Shendelman
   
   
 
Sycamore Family I LLC
     
 
By: 
/s/ Vladimir Shendelman
   
Name: Vladimir Shendelman
   
Title: Manager