UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No.   )¹

 

Y-mAbs Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

984241109

(CUSIP Number)

September 20, 2018

(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)

 

 

1              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

NAME OF REPORTING PERSON

Memorial Sloan-Kettering Cancer Center

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF

5

SOLE VOTING POWER

SHARES

BENEFICIALLY

2,749,284

OWNED BY

6

SHARED VOTING POWER

EACH

REPORTING

PERSON WITH

7

SOLE DISPOSITIVE POWER

2,749,284

8

SHARED DISPOSITIVE POWER

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,749,284

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.04%

12

TYPE OF REPORTING PERSON

CO

  

Item 1(a).

Name of Issuer:

 

Y-mAbs Therapeutics, Inc., a Delaware corporation (the “Issuer”).

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

230 Park Avenue, 33^rd Floor, New York, New York 10169.

 

Item 2(a).

Name of Person Filing:

 

Memorial Sloan-Kettering Cancer Center (the “Reporting Person”).

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

 

The address of the principal office of the Reporting Person is 1275 York Avenue,

New York, NY 10065.

 

Item 2(c).

Citizenship:

 

The Reporting Person is a New York not-for-profit corporation.

 

Item 2(d).

Title of Class of Securities:

 

Common Stock, $0.0001 par value per share (the “Common Stock”).

 

Item 2(e).

CUSIP Number:

 

984241109.

 

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:

 

		/ x /	Not applicable.
	(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.
	(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)	/ /	Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J).
	(k)	/ /	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4.

Ownership.

 

(a)

Amount beneficially owned:

 

As of the close of business on September 25, 2018, the Reporting Person beneficially owned 2,749,284 shares of Common Stock.

 

(b)

Percent of class:

 

The following percentage is calculated based upon 34,193,666 shares of the Issuer’s Common Stock outstanding (including the exercise in full of the underwriters’ overallotment option), as set forth in the Issuer’s Rule 424(b)(4) Prospectus, filed with the Securities and Exchange Commission on September 24, 2018. The Issuer’s press release dated September 25, 2018 reported that such overallotment option was exercised in full. As of the close of business on September 25, 2018, the Reporting Person beneficially owned approximately 8.04% of the outstanding shares of Common Stock.

 

(c)

Number of shares as to which each Reporting Person has:

 

The information required by Item 4(c) is set forth in Rows (5) - (9) of the cover page for the Reporting Person and is incorporated herein by reference for the Reporting Person.

 

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 [ ].

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary That Acquired the Security Being Reported on 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.

Certifications.

 

By signing below the undersigned certifies that, to the best of its 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.

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: November 7, 2018

 

	MEMORIAL SLOAN-KETTERING CANCER CENTER
	By:	/s/ Mark Svenningson
		Name:	Mark Svenningson
		Title:	Senior Vice President Finance and Controller