|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
|
Zentalis Pharmaceuticals, LLC
|
(Name of Issuer)
|
Common Stock
|
(Title of Class of Securities)
|
98943L107
|
(CUSIP Number)
|
May 29, 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:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
† Voluntary early filing
* 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. Beneficial ownership information contained herein is given as of the date listed above.
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).
|
1
|
Names of Reporting Persons.
TYBOURNE CAPITAL MANAGEMENT (HK) LIMITED
|
|
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.
Hong Kong
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 Sole Voting Power
0 shares
|
|
|
6 Shared Voting
Power
2,664,409 shares
|
||
|
7 Sole Dispositive
Power
0 shares
|
||
|
8 Shared Dispositive
Power
2,664,409 shares
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,664,409 shares
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
|
|
11
|
Percent of Class Represented by Amount in Row (9)
7.4%
|
|
12
|
Type of Reporting Person (See Instructions)
FI
|
|
1
|
Names of Reporting Persons.
TYBOURNE CAPITAL MANAGEMENT LIMITED
|
|
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.
Cayman Islands
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 Sole Voting Power
0 shares
|
|
|
6 Shared Voting
Power
2,664,409 shares
|
||
|
7 Sole Dispositive
Power
0 shares
|
||
|
8 Shared Dispositive
Power
2,664,409 shares
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,664,409 shares
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
|
|
11
|
Percent of Class Represented by Amount in Row (9)
7.4%
|
|
12
|
Type of Reporting Person (See Instructions)
HC
|
|
1
|
Names of Reporting Persons.
TYBOURNE KESARI LIMITED
|
|
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.
Cayman Islands
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 Sole Voting Power
0 shares
|
|
|
6 Shared Voting
Power
2,664,409 shares
|
||
|
7 Sole Dispositive
Power
0 shares
|
||
|
8 Shared Dispositive
Power
2,664,409 shares
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,664,409 shares
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
|
|
11
|
Percent of Class Represented by Amount in Row (9)
7.4%
|
|
12
|
Type of Reporting Person (See Instructions)
HC
|
|
1
|
Names of Reporting Persons.
VISWANATHAN KRISHNAN
|
|
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 Kingdom
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 Sole Voting Power
0 shares
|
|
|
6 Shared Voting
Power
2,664,409 shares
|
||
|
7 Sole Dispositive
Power
0 shares
|
||
|
8 Shared Dispositive
Power
2,664,409 shares
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,664,409 shares
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
|
|
11
|
Percent of Class Represented by Amount in Row (9)
7.4%
|
|
12
|
Type of Reporting Person (See Instructions)
IN, HC
|
SCHEDULE 13G
|
Item 1
|
||||
|
(a)
|
Name of Issuer
|
|||
|
Zentalis Pharmaceuticals, Inc. (the “Issuer”)
|
||||
|
(b)
|
Address of Issuer’s Principal Executive Offices
|
|||
|
530 Seventh Avenue, Suite 2201, New York, New York
|
||||
|
Item 2
|
||||
|
(a)
|
Name of Person Filing
|
|||
|
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
i) Tybourne Capital Management (HK) Limited (“Tybourne HK”);
ii) Tybourne Capital Management Limited (“Tybourne Cayman”);
iii) Tybourne Kesari Limited (“Tybourne Kesari”); and
iv) Viswanathan Krishnan (“Mr. Krishnan”)
|
||||
This statement relates to securities held for the accounts of private investment funds for which Tybourne HK serves as the investment advisor. Tybourne Cayman serves
as the manager to Tybourne Master Fund and the parent of Tybourne HK. Tybourne Kesari is the parent of Tybourne Cayman. Mr. Krishnan is the principal and sole shareholder of Tybourne Kesari. In such capacities, Tybourne HK, Tybourne Cayman,
Tybourne Kesari and Mr. Krishnan may be deemed to have voting and dispositive power over securities held for the private investment funds. Each of the Reporting Persons disclaims beneficial ownership of such securities, except to the extent of its
or his pecuniary interest therein.
|
(b)
|
Address of Principal Business Office or, if none, Residence
|
||||||
|
The address of the principal business office of each Tybourne HK and Mr. Krishnan is 30/F, AIA Central, 1 Connaught Road Central, Hong Kong, K3. The address of the registered
office of each Tybourne Cayman and Tybourne Kesari is 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands.
|
|||||||
|
(c)
|
Citizenship
|
||||||
|
i) Tybourne HK is a company incorporated in Hong Kong with limited liability;
ii) Tybourne Cayman is a company incorporated in the Cayman Islands with limited liability;
iii) Tybourne Kesari is organized in the Cayman Islands; and
iv) Mr. Krishnan is a citizen of the United Kingdom.
|
|||||||
|
(d)
|
Title of Class of Securities
|
||||||
|
Common Stock (“the Shares”)
|
|||||||
|
(e)
|
CUSIP Number
|
||||||
|
98943L107
|
|||||||
|
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:
|
||||||
|
(a)
|
[ ]
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|||||
|
(b)
|
[ ]
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|||||
|
(c)
|
[ ]
|
Insurance Company as defined in Section 3(a)(19) of the Act;
|
|||||
|
(d)
|
[ ]
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
|
|||||
|
(e)
|
[ ]
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|||||
|
(f)
|
[ ]
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|||||
|
(g)
|
[X]
|
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
|||||
|
(h)
|
[ ]
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|||||
|
(i)
|
[ ]
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|||||
|
(j)
|
[X]
|
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
|
|||||
|
(k)
|
[ ]
|
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
|
|||||
|
Item 4
|
Ownership
|
|
Item 4(a)
|
Amount Beneficially Owned
|
|
Each of the Reporting Persons may be deemed the beneficial owner of 2,664,409 Shares. All Shares are held for the account of private investment funds for which Tybourne HK serves as the investment
advisor.
|
|
Item 4(b)
|
Percent of Class
|
|
Each of the Reporting Persons may be deemed the beneficial owner of approximately 7.4% of the Shares outstanding. The percentage calculation is based on a statement in the Issuer's Quarterly Report
on Form 10-Q for the quarter ended March 31, 2020, filed with the Securities and Exchange Commission on May 15, 2020, that there were 35,878,518 Shares outstanding as of May 14, 2020.
|
|
Item 4(c)
|
Number of shares as to which each such person has voting and dispositive power:
|
|
(i)
|
sole power to vote or to direct the vote
|
|
0 Shares
|
|
|
(ii)
|
shared power to vote or to direct the vote
|
|
2,664,409 Shares
|
|
|
(iii)
|
sole power to dispose or to direct the disposition of
|
|
0 Shares
|
|
|
(iv)
|
shared power to dispose or to direct the disposition of
|
|
2,664,409 Shares
|
|
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
|
|
See disclosure in Item 2 and 4 hereof.
|
|
|
Item 7
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
|
|
See disclosure in Item 2 hereof.
|
|
|
Item 8
|
Identification and Classification of Members of the Group
|
|
This Item 8 is not applicable.
|
|
|
Item 9
|
Notice of Dissolution of Group
|
|
This Item 9 is not applicable.
|
|
|
Item 10
|
Certification
|
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.
|
Exhibits
|
Exhibit
|
|
99.1
|
Joint Filing Agreement, executed by and among the Reporting Persons.
|
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: 29 May 2020
|
TYBOURNE CAPITAL MANAGEMENT (HK) LIMITED
|
|
|
By: /s/ Catherine Cheung
|
|
|
Catherine Cheung, Chief Operating Officer
|
|
|
TYBOURNE CAPITAL MANAGEMENT LIMITED
|
|
|
By: Tybourne Kesari Limited,
its Parent
|
|
|
By: /s/ Viswanathan Krishnan
|
|
|
Viswanathan Krishnan, Principal
|
|
|
TYBOURNE KESARI LIMITED
|
|
|
By: /s/ Viswanathan Krishnan
|
|
|
Viswanathan Krishnan, Principal
|
|
|
VISWANATHAN KRISHNAN
|
|
|
By: /s/ Viswanathan Krishnan
|
|
|
Viswanathan Krishnan, Individually
|
Exhibit 99.1
JOINT FILING AGREEMENT
This Joint Filing Agreement, dated as of 29 May 2020, is by and among Tybourne Capital Management (HK) Limited, Tybourne Capital Management
Limited, Tybourne Kesari Limited and Viswanathan Krishnan (collectively, the "Filers").
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to shares of
Common Stock of Zentalis Pharmaceuticals, Inc. beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single
statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.
This Joint Filing Agreement may be terminated by any of the Filers upon written notice or such lesser period of notice as the Filers may mutually agree.
Executed and delivered as of the date first above written.
|
TYBOURNE CAPITAL MANAGEMENT (HK) LIMITED
|
|
|
By: /s/ Catherine Cheung
|
|
|
Catherine Cheung, Chief Operating Officer
|
|
|
TYBOURNE CAPITAL MANAGEMENT LIMITED
|
|
|
By: Tybourne Kesari Limited,
its Parent
|
|
|
By: /s/ Viswanathan Krishnan
|
|
|
Viswanathan Krishnan, Principal
|
|
|
TYBOURNE KESARI LIMITED
|
|
|
By: /s/ Viswanathan Krishnan
|
|
|
Viswanathan Krishnan, Principal
|
|
|
VISWANATHAN KRISHNAN
|
|
|
By: /s/ Viswanathan Krishnan
|
|
|
Viswanathan Krishnan, Individually
|