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 |
5 | 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 |
5 | 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 |
5 | 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 |
5 | 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 |
5 | 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 |
5 | 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 | ||||