SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )

 

 

Twist Bioscience Corporation

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

90184D100

(CUSIP Number)

December 31, 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)

 

*

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).

 

 

 


CUSIP No. 90184D100   13G   Page 2 of 15

 

1  

Names of Reporting Persons

 

Tao Invest LLC

2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

3  

SEC Use Only

 

4  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     

Sole Voting Power

 

0

   6   

Shared Voting Power

 

1,218,815

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

1,218,815

9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,218,815

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

 

11  

Percent of Class Represented by Amount in Row (9)

 

4.4%(1)

12  

Type of Reporting Person (See Instructions)

 

OO

 

(1)

Based on 27,945,267 shares of Common Stock outstanding as of December 12, 2018, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 20, 2018.


CUSIP No. 90184D100   13G   Page 3 of 15

 

1  

Names of Reporting Persons

 

Tao Invest II LLC

2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

3  

SEC Use Only

 

4  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     

Sole Voting Power

 

0

   6   

Shared Voting Power

 

89,880

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

89,880

9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

89,880

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

 

11  

Percent of Class Represented by Amount in Row (9)

 

0.3%(1)

12  

Type of Reporting Person (See Instructions)

 

OO

 

(1)

Based on 27,945,267 shares of Common Stock outstanding as of December 12, 2018, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 20, 2018.


CUSIP No. 90184D100   13G   Page 4 of 15

 

1  

Names of Reporting Persons

 

Tao Invest III LLC

2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

3  

SEC Use Only

 

4  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     

Sole Voting Power

 

0

   6   

Shared Voting Power

 

357,143

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

357,143

9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

357,143

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

 

11  

Percent of Class Represented by Amount in Row (9)

 

1.3%(1)

12  

Type of Reporting Person (See Instructions)

 

OO

 

(1)

Based on 27,945,267 shares of Common Stock outstanding as of December 12, 2018, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 20, 2018.


CUSIP No. 90184D100   13G   Page 5 of 15

 

1  

Names of Reporting Persons

 

Tao Capital Management LP

2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

3  

SEC Use Only

 

4  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     

Sole Voting Power

 

0

   6   

Shared Voting Power

 

1,665,838

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

1,665,838

9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,665,838

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

 

11  

Percent of Class Represented by Amount in Row (9)

 

6.0%(1)

12  

Type of Reporting Person (See Instructions)

 

PN

 

(1)

Based on 27,945,267 shares of Common Stock outstanding as of December 12, 2018, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 20, 2018.


CUSIP No. 90184D100   13G   Page 6 of 15

 

1  

Names of Reporting Persons

 

Tao Capital Management Inc

2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

3  

SEC Use Only

 

4  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     

Sole Voting Power

 

0

   6   

Shared Voting Power

 

1,665,838

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

1,665,838

9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,665,838

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

 

11  

Percent of Class Represented by Amount in Row (9)

 

6.0%(1)

12  

Type of Reporting Person (See Instructions)

 

CO

 

(1)

Based on 27,945,267 shares of Common Stock outstanding as of December 12, 2018, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 20, 2018.


CUSIP No. 90184D100   13G   Page 7 of 15

 

1  

Names of Reporting Persons

 

Nicholas J. Pritzker

2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

3  

SEC Use Only

 

4  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     

Sole Voting Power

 

0

   6   

Shared Voting Power

 

1,665,838

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

1,665,838

9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,665,838

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

 

11  

Percent of Class Represented by Amount in Row (9)

 

6.0%(1)

12  

Type of Reporting Person (See Instructions)

 

IN

 

(1)

Based on 27,945,267 shares of Common Stock outstanding as of December 12, 2018, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 20, 2018.


CUSIP No. 90184D100   13G   Page 8 of 15

 

13  

Names of Reporting Persons

 

Joseph I. Perkovich

14  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

15  

SEC Use Only

 

16  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   17    

Sole Voting Power

 

0

   18   

Shared Voting Power

 

1,665,838

   19   

Sole Dispositive Power

 

0

   20   

Shared Dispositive Power

 

1,665,838

21  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,665,838

22  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

 

23  

Percent of Class Represented by Amount in Row (9)

 

6.0%(1)

24  

Type of Reporting Person (See Instructions)

 

IN

 

(1)

Based on 27,945,267 shares of Common Stock outstanding as of December 12, 2018, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 20, 2018.


CUSIP No. 90184D100   13G   Page 9 of 15

 

Item 1(a)

Name of Issuer:

Twist Bioscience Corporation (the “Issuer”)

 

Item 1(b)

Address of Issuer’s Principal Executive Offices:

455 Mission Bay Boulevard South

Suite 545

San Francisco, CA 94158

 

Item 2(a)

Name of Person Filing:

 

  (i)

Tao Invest LLC

  (ii)

Tao Invest II LLC

  (iii)

Tao Invest III LLC

  (iv)

Tao Capital Management LP

  (v)

Tao Capital Management Inc

  (vi)

Nicholas J. Pritzker

  (vii)

Joseph I. Perkovich

Tao Capital Management LP (“Management LP”) is the managing member of each of Tao Invest LLC, Tao Invest II LLC and Tao Invest III LLC (collectively, the “Tao Funds”). Each of the Tao Funds directly beneficially owns the amount of Common Stock reported in this Schedule for each such Tao Fund. Tao Capital Management Inc (“Management Inc”) is the general partner of Management LP. Nicholas J. Pritzker is the chairman and Joseph I. Perkovich is the president of Management Inc. Accordingly, each of Management LP, Management Inc, Mr. Pritzker and Mr. Perkovich may be deemed to indirectly beneficially own the Common Stock reported herein.

 

Item 2(b)

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

1 Letterman Drive, Suite C4-420

San Francisco, CA 94129

 

Item 2(c)

Citizenship:

Each of the Tao Funds is a Delaware limited liability company. Management LP is a Delaware limited partnership. Management Inc is a Delaware corporation. Mr. Pritzker and Mr. Perkovich are U.S. citizens.

 

Item 2(d)

Title of Class of Securities:

Common Stock, par value $0.00001 per share (“Common Stock”)

 

Item 2(e)

CUSIP Number:

90184D100

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable


CUSIP No. 90184D100   13G   Page 10 of 15

 

Item 4.

Ownership

 

(a)

Amount beneficially owned: Tao Invest LLC may be deemed to beneficially own 1,218,815 shares of Common Stock. Tao Invest II LLC may be deemed to own 89,880 shares of Common Stock. Tao Invest III LLC may be deemed to beneficially own 357,143 shares of Common Stock. Each of Management LP, Management Inc, Mr. Pritzker and Mr. Perkovich may be deemed to beneficially own 1,665,838 shares of Common Stock.

 

(b)

Percent of class: Tao Invest LLC may be deemed to beneficially own 4.4% of the Common Stock. Tao Invest II LLC may be deemed to beneficially own 0.3% of the Common Stock. Tao Invest III LLC may be deemed to beneficially own 1.3% of the Common Stock. Each of Management LP, Management Inc, Mr. Pritzker and Mr. Perkovich may be deemed to beneficially own 6.0% of the Common Stock. The percentages are based on 27,945,267 shares of Common Stock outstanding as of December 12, 2018, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 20, 2018.

 

(c)

Number of shares as to which Tao Invest LLC has:

 

  (i)

Sole power to vote or to direct the vote: 0.

 

  (ii)

Shared power to vote or to direct the vote: 1,218,815.

 

  (iii)

Sole power to dispose or direct the disposition of: 0.

 

  (iv)

Shared power to dispose or to direct the disposition of: 1,218,815.

Number of shares as to which Tao Invest II LLC has:

 

  (i)

Sole power to vote or to direct the vote: 0.

 

  (ii)

Shared power to vote or to direct the vote: 89,880.

 

  (iii)

Sole power to dispose or direct the disposition of: 0.

 

  (iv)

Shared power to dispose or to direct the disposition of: 89,880.

Number of shares as to which Tao Invest III LLC has:

 

  (i)

Sole power to vote or to direct the vote: 0.

 

  (ii)

Shared power to vote or to direct the vote: 357,143.

 

  (iii)

Sole power to dispose or direct the disposition of: 0.

 

  (iv)

Shared power to dispose or to direct the disposition of: 357,143.

Number of shares as to which each of Management LP, Management Inc, Mr. Pritzker and Mr. Perkovich has:

 

  (i)

Sole power to vote or to direct the vote: 0.

 

  (ii)

Shared power to vote or to direct the vote: 1,665,838.

 

  (iii)

Sole power to dispose or direct the disposition of: 0.

 

  (iv)

Shared power to dispose or to direct the disposition of: 1,665,838.


CUSIP No. 90184D100   13G   Page 11 of 15

 

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable.

 

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 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.

Certification

Not Applicable.


CUSIP No. 90184D100   13G   Page 12 of 15

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 12, 2019

 

TAO INVEST LLC
By:  

Tao Capital Management LP, its

Managing Member

  By:   Tao Capital Management Inc, its
  General Partner
  By:   /s/ Joseph I. Perkovich
    Name: Joseph I. Perkovich
    Title: President
TAO INVEST II LLC
By:  

Tao Capital Management LP, its

Managing Member

  By:   Tao Capital Management Inc, its
  General Partner
  By:   /s/ Joseph I. Perkovich
    Name: Joseph I. Perkovich
    Title: President
TAO INVEST III LLC
By:  

Tao Capital Management LP, its

Managing Member

  By:   Tao Capital Management Inc, its
  General Partner
  By:   /s/ Joseph I. Perkovich
    Name: Joseph I. Perkovich
    Title: President


CUSIP No. 90184D100   13G   Page 13 of 15

 

By:   Tao Capital Management LP
  By:   Tao Capital Management Inc, its
  General Partner
  By:   /s/ Joseph I. Perkovich
    Name: Joseph I. Perkovich
    Title: President
By:   Tao Capital Management Inc
  By:   /s/ Joseph I. Perkovich
    Name: Joseph I. Perkovich
    Title: President
  /s/ Nicholas J. Pritzker
  Nicholas J. Pritzker
  /s/ Joseph I. Perkovich
  Joseph I. Perkovich


CUSIP No. 90184D100   13G   Page 14 of 15

EXHIBIT 1 – JOINT FILING AGREEMENT

The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). 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) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the Common Stock of Twist Bioscience Corporation beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G.

Date: February 12, 2019

 

TAO INVEST LLC
By:  

Tao Capital Management LP, its

Managing Member

  By:   Tao Capital Management Inc, its
  General Partner
  By:   /s/ Joseph I. Perkovich
    Name: Joseph I. Perkovich
    Title: President
TAO INVEST II LLC
By:  

Tao Capital Management LP, its

Managing Member

  By:   Tao Capital Management Inc, its
  General Partner
  By:   /s/ Joseph I. Perkovich
    Name: Joseph I. Perkovich
    Title: President


CUSIP No. 90184D100   13G   Page 15 of 15

 

TAO INVEST III LLC
By:  

Tao Capital Management LP, its

Managing Member

  By:   Tao Capital Management Inc, its
  General Partner
  By:   /s/ Joseph I. Perkovich
    Name: Joseph I. Perkovich
    Title: President
By:   Tao Capital Management LP
  By:   Tao Capital Management Inc, its
  General Partner
  By:   /s/ Joseph I. Perkovich
    Name: Joseph I. Perkovich
    Title: President
By:   Tao Capital Management Inc
  By:   /s/ Joseph I. Perkovich
    Name: Joseph I. Perkovich
    Title: President
  /s/ Nicholas J. Pritzker
  Nicholas J. Pritzker
  /s/ Joseph I. Perkovich
  Joseph I. Perkovich