CUSIP No. G59665102
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)1
MeiraGTx Holdings plc
(Name of Issuer)
Ordinary Shares, $.00003881 par value
(Title of Class of Securities)
G59665102
(CUSIP Number)
November 9, 2022
(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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. |
CUSIP No. G59665102
| 1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Johnson & Johnson EIN: 22-1024240 | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
-0- | ||||
| 6. | SHARED VOTING POWER
6,641,064 | |||||
| 7. | SOLE DISPOSITIVE POWER
-0- | |||||
| 8. | SHARED DISPOSITIVE POWER
6,641,064 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,641,064 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.7% | |||||
| 12. | TYPE OF REPORTING PERSON
CO | |||||
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CUSIP No. G59665102
| 1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Johnson & Johnson Innovation-JJDC, Inc. EIN: 22-2007137 | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
-0- | ||||
| 6. | SHARED VOTING POWER
6,641,064 | |||||
| 7. | SOLE DISPOSITIVE POWER
-0- | |||||
| 8. | SHARED DISPOSITIVE POWER
6,641,064 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,641,064 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.7% | |||||
| 12. | TYPE OF REPORTING PERSON
CO | |||||
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CUSIP No. G59665102
AMENDMENT NO. 1 TO SCHEDULE 13G
Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Ordinary Shares of the Issuer on March 4, 2019 (the “Schedule 13G”). Terms defined in the Schedule 13G are used herein as so defined.
The following items of the Schedule 13G are amended and restated to read in their entirety as follows:
Item 1(b). Address of Issuer’s Principal Executive Offices
450 East 29th Street, 14th Floor, New York, NY 10016
Item 2(a). Name of Person Filing
This statement is being filed by Johnson & Johnson, a New Jersey corporation (“J&J”), and Johnson & Johnson Innovation-JJDC, Inc., a New Jersey corporation (“JJDC”) (together, the Reporting Persons”). JJDC is a wholly-owned subsidiary of J&J. The securities reported herein as being held by J&J and JJDC are directly beneficially owned by JJDC. J&J may be deemed to indirectly beneficially own the securities that are directly beneficially owned by JJDC. The Joint Filing Agreement between the Reporting Persons is attached hereto as Exhibit 1.
Item 4. Ownership
The information requested in this item is incorporated herein by reference to the cover pages to this Amendment No. 1 to Schedule 13G. Ownership percentage is based on 48,468,192 Ordinary Shares outstanding as of November 9, 2022, consisting of (i) 44,725,678 Ordinary Shares outstanding as of October 31, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2022 filed with the Securities and Exchange Commission on November 10, 2022, and (ii) 3,742,514 Ordinary Shares issued to JJDC in a private placement that closed on November 9, 2022
Item 10. Certification
By signing below the undersigned certify that, to the best of their 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 and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. G59665102
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: November 14, 2022
| JOHNSON & JOHNSON | ||
| By: | /s/ Marc Larkins | |
| Name: | Marc Larkins | |
| Title: | Secretary | |
| JOHNSON & JOHNSON INNOVATION-JJDC, INC. | ||
| By: | /s/ Jill McManus | |
| Name: | Jill McManus | |
| Title: | Assistant Treasurer | |
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CUSIP No. G59665102
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as Exhibit 1, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: November 14, 2022
| JOHNSON & JOHNSON | ||
| By: | /s/ Marc Larkins | |
| Name: | Marc Larkins | |
| Title: | Secretary | |
| JOHNSON & JOHNSON INNOVATION-JJDC, INC. | ||
| By: | /s/ Jill McManus | |
| Name: | Jill McManus | |
| Title: | Assistant Treasurer | |
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