UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )*
Zafgen, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
98885E103
(CUSIP Number)
February 7, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ 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. 98885E103
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13G
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Page 2 of 11 Pages
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1
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NAME OF REPORTING PERSONS
Moshe Arkin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☐
(b) ☒
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3
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SEC USE ONLY
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
---
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|||
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6
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SHARED VOTING POWER
2,836,367 (*)
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||||
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7
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SOLE DISPOSITIVE POWER
---
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||||
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8
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SHARED DISPOSITIVE POWER
2,836,367 (*)
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,836,367 (*)
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.59% (*) (**)
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12
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TYPE OF REPORTING PERSON (See instructions)
IN
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(*) Reflects updated holdings as of the date of this filing. The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Based on 37,374,118 shares of Common Stock outstanding as of December 16, 2019 (as provided in the Issuer's Exhibit to Form 8-K filed with the Securities and Exchange Commission on December 18, 2019).
2
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CUSIP No. 98885E103
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13G
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Page 3 of 11 Pages
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1
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NAME OF REPORTING PERSONS
Sphera Funds Management Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☐
(b) ☒
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||||
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3
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SEC USE ONLY
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
---
|
|||
|
6
|
SHARED VOTING POWER
2,836,367 (*)
|
||||
|
7
|
SOLE DISPOSITIVE POWER
---
|
||||
|
8
|
SHARED DISPOSITIVE POWER
2,836,367 (*)
|
||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,836,367 (*)
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.59% (*) (**)
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||||
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12
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TYPE OF REPORTING PERSON (See instructions)
CO
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(*) Reflects updated holdings as of the date of this filing. The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Based on 37,374,118 shares of Common Stock outstanding as of December 16, 2019 (as provided in the Issuer's Exhibit to Form 8-K filed with the Securities and Exchange Commission on December 18, 2019).
3
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CUSIP No. 98885E103
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13G
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Page 4 of 11 Pages
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1
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NAME OF REPORTING PERSONS
Sphera Global Healthcare GP Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☐
(b) ☒
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||||
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3
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SEC USE ONLY
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
---
|
|||
|
6
|
SHARED VOTING POWER
2,836,367 (*)
|
||||
|
7
|
SOLE DISPOSITIVE POWER
---
|
||||
|
8
|
SHARED DISPOSITIVE POWER
2,836,367 (*)
|
||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,836,367 (*)
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.59% (*) (**)
|
||||
|
12
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TYPE OF REPORTING PERSON (See instructions)
CO
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(*) Reflects updated holdings as of the date of this filing. The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Based on 37,374,118 shares of Common Stock outstanding as of December 16, 2019 (as provided in the Issuer's Exhibit to Form 8-K filed with the Securities and Exchange Commission on December 18, 2019).
4
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CUSIP No. 98885E103
|
13G
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Page 5 of 11 Pages
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|||
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1
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NAME OF REPORTING PERSONS
Sphera Global Healthcare Management LP
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☐
(b) ☒
|
||||
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3
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SEC USE ONLY
|
||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
---
|
|||
|
6
|
SHARED VOTING POWER
2,836,367 (*)
|
||||
|
7
|
SOLE DISPOSITIVE POWER
---
|
||||
|
8
|
SHARED DISPOSITIVE POWER
2,836,367 (*)
|
||||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,836,367 (*)
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.59% (*) (**)
|
||||
|
12
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TYPE OF REPORTING PERSON (See instructions)
CO
|
||||
(*) Reflects updated holdings as of the date of this filing. The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Based on 37,374,118 shares of Common Stock outstanding as of December 16, 2019 (as provided in the Issuer's Exhibit to Form 8-K filed with the Securities and Exchange Commission on December 18, 2019).
5
| Item 1. (a) |
Name of Issuer:
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Zafgen, Inc.
| (b) |
Address of Issuer's Principal Executive Offices:
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3 Center Plaza, Suite 610, Boston, MA 02118
| Item 2. (a) |
Name of Person Filing:
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Moshe Arkin
Sphera Funds Management Ltd.
Sphera Global Healthcare GP Ltd.
Sphera Global Healthcare Management LP
| (b) |
Address of Principal Business Office:
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Moshe Arkin – 6 Hachoshlim St., Herzelia, Israel
Sphera Funds Management Ltd. – 21 Ha'arba'ah Street, Tel Aviv 64739, Israel
Sphera Global Healthcare GP Ltd. – 21 Ha'arba'ah Street, Tel Aviv 64739, Israel
Sphera Global Healthcare Management LP – 21 Ha'arba'ah Street, Tel Aviv 64739, Israel
| (c) |
Citizenship:
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Moshe Arkin – Israel
Sphera Funds Management Ltd. – Israel
Sphera Global Healthcare GP Ltd. – Israel
Sphera Global Healthcare Management LP – Israel
| (d) |
Title of Class of Securities:
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Common Stock, $0.001 par value
| (e) |
CUSIP Number:
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98885E103
| Item 3. |
Not applicable.
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6
| Item 4. |
Ownership:
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| (a) |
Amount beneficially owned:
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See row 9 of cover page of each reporting person.
The securities reported herein are beneficially owned as follows:
| • |
1,500,000 shares of Common Stock representing 4.01% of the total shares of Common Stock outstanding, are held directly by Sphera Global Healthcare Master Fund, which has delegated its investment management authority to Sphera Global
Healthcare Management Ltd. (the "Management Company").
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| • |
1,336,367 shares of Common Stock representing 3.58% of the total shares of Common Stock outstanding, are held directly by Sphera Biotech Master Fund, L.P., which has delegated its investment management authority to the Management
Company.
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The Management Company is managed, controlled, and operated by its general partner, Sphera Global Healthcare GP Ltd., which is
controlled jointly by Sphera Funds Management Ltd. and Moshe Arkin.
This Statement shall not be construed as an admission by any of the Reporting Persons that it is the beneficial owner of any of the securities covered by this Statement, and each
Reporting Person disclaims beneficial ownership of any such securities. In addition, the Reporting Persons and other entities named in this Schedule 13G may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange
Act of 1934. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and each of
the Reporting Persons and other entities named in this Schedule 13G disclaims the existence of any such group.
| (b) |
Percent of class:
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See row 11 of cover page of each reporting person
| (c) |
Number of shares as to which such person has:
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| (i) |
Sole power to vote or to direct the vote:
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See row 5 of cover page of each reporting person
| (ii) |
Shared power to vote or to direct the vote:
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See row 6 of cover page of each reporting person and note in Item 4(a) above
| (iii) |
Sole power to dispose or to direct the disposition of:
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See row 7 of cover page of each reporting person
| (iv) |
Shared power to dispose or to direct the disposition of:
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See row 8 of cover page of each reporting person and note in Item 4(a) above
7
| Item 5. |
Ownership of Five Percent or Less of a Class:
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Not applicable.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another:
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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:
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Not applicable.
| Item 8. |
Identification and Classification of Members of the Group:
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Not applicable.
| Item 9. |
Notice of Dissolution of Group:
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Not applicable.
8
| Item 10. |
Certification:
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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.
9
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.
February 11, 2020
| Moshe Arkin | ||
|
|
/s/ Moshe Arkin | |
| By: Moshe Arkin | ||
| Sphera Funds Management Ltd. |
|
|
/s/ Ori Goldfarb | |
| By: Ori Goldfarb | ||
| Title: Chief Executive Officer | ||
| Sphera Global Healthcare GP Ltd. |
||
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/s/ Ori Goldfarb | |
| By: Ori Goldfarb | ||
| Title: Chief Executive Officer | ||
| Sphera Global Healthcare Management LP |
||
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/s/ Doron Breen | |
| By: Doron Breen | ||
| Title: Managing Partner | ||
10
EXHIBIT NO. DESCRIPTION
| Exhibit 1 |
Joint Filing Agreement by and among the Reporting Persons, dated as of February 11, 2020.
|
11
Exhibit 1
Joint Filing Agreement
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be
filed with respect to the ownership by each of the undersigned of shares of Zafgen, Inc. each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information
concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information
is inaccurate. In accordance with Rule 13d-1(k)(1), the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G and any amendments thereto with respect to the equity securities
(as defined in Rule 13d-1(i)) of the Issuer, beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G and any amendments thereto.
This agreement may be executed in any number of counterparts, each of which shall be deemed an original.
February 11, 2020
| Moshe Arkin | ||
|
|
/s/ Moshe Arkin | |
| By: Moshe Arkin | ||
| Sphera Funds Management Ltd. |
|
|
/s/ Ori Goldfarb | |
| By: Ori Goldfarb | ||
| Title: Chief Executive Officer | ||
| Sphera Global Healthcare GP Ltd. |
||
|
|
/s/ Ori Goldfarb | |
| By: Ori Goldfarb | ||
| Title: Chief Executive Officer | ||
| Sphera Global Healthcare Management LP |
||
|
|
/s/ Doron Breen | |
| By: Doron Breen | ||
| Title: Managing Partner | ||