UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
NextCure, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
65343E 108
(CUSIP Number)
May 13, 2019
(Date of Event Which Requires Filing of this Statement)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
NextCure, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
65343E 108
(CUSIP Number)
May 13, 2019
(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)
|X| 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 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).
CUSIP No.
65343E 108
1. | Names of Reporting Persons. PFIZER INC. I.R.S. Identification Nos. of Above Persons (entities only) 13-5315170 | ||
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 331,829 shares of Common Stock, $0.001 par value per share ("Common Stock") | |
6. | Shared Voting Power 1,638,930 shares of Common Stock, all of which are directly held by Pfizer Ventures (US) LLC. Pfizer Ventures (US) LLC is a controlled affiliate of Pfizer Inc. | ||
7. | Sole Dispositive Power 331,829 shares of Common Stock | ||
8. | Shared Voting Power 1,638,930 shares of Common Stock, all of which are directly held by Pfizer Ventures (US) LLC. Pfizer Ventures (US) LLC is a controlled affiliate of Pfizer Inc. | ||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,970,759 shares of Common Stock are beneficially owned by Pfizer Inc. | ||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | ||
11. | Percent of Class Represented by Amount in Row (9) 8.7%(1) | ||
12. | Type of Reporting Person (See Instructions) CO | ||
(1) Based on a total of 22,685,381 shares of common stock outstanding as of the closing of the Issuer’s initial public offering on May 13, 2019, as reported in the Issuer’s final prospectus filed with the Securities and Exchange Commission on May 9, 2019.
CUSIP No.
65343E 108
1. | Names of Reporting Persons. PFIZER VENTURES (US) LLC I.R.S. Identification Nos. of Above Persons (entities only) 82-5524518 | ||
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 shares of Common Stock | |
6. | Shared Voting Power 1,638,930 shares of Common Stock | ||
7. | Sole Dispositive Power 0 shares of Common Stock | ||
8. | Shared Dispositive Power 1,638,930 shares of Common Stock | ||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,638,930 shares of Common Stock are beneficially owned by Pfizer Ventures (US) LLC | ||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | ||
11. | Percent of Class Represented by Amount in Row (9) 7.2%(1) | ||
12. | Type of Reporting Person (See Instructions) OO | ||
(1) Based on a total of 22,685,381 shares of common stock outstanding as of the closing of the Issuer’s initial public offering on May 13, 2019, as reported in the Issuer’s final prospectus filed with the Securities and Exchange Commission on May 9, 2019.
ITEM 1.
(A) NAME OF ISSUER:
(A) NAME OF ISSUER:
NextCure, Inc.
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE:
9000 Virginia Manor Road, Suite 200
Beltsville, Maryland 20705
ITEM 2.
(A) NAME OF PERSONS FILING:
9000 Virginia Manor Road, Suite 200
Beltsville, Maryland 20705
ITEM 2.
(A) NAME OF PERSONS FILING:
Pfizer Inc. (“Pfizer”)
Pfizer Ventures (US) LLC (“PVUS”)
PVUS is a controlled affiliate of Pfizer.
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR IF NONE, RESIDENCE:
Pfizer, PVUS: 235 E. 42nd Street, New York, NY 10017
(C) CITIZENSHIP:
Pfizer, PVUS: Delaware, U.S.A.
(D) TITLE OF CLASS OF SECURITIES:
Common Stock
(E) CUSIP NUMBER: 65343E 108
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.
(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 (15 U.S.C. 78c).
(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) A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h) A savings association 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) A non-US institution, in accordance with §240.13d-1(b)(1)(ii)(J);
(k) Group, in accordance with §230.405 240.13d-1(b)(1)(ii)(K).
If filing as a non-US institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: Not applicable.
(g) A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h) A savings association 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) A non-US institution, in accordance with §240.13d-1(b)(1)(ii)(J);
(k) Group, in accordance with §230.405 240.13d-1(b)(1)(ii)(K).
If filing as a non-US institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: Not applicable.
ITEM 4. OWNERSHIP.
See rows 5 through 11 of the cover pages.
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.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
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, other than activities solely in connection with a nomination under §240.14a-11.
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, other than activities solely in connection with a nomination under §240.14a-11.
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.
Dated: May 22, 2019
PFIZER INC.
By: /s/ Susan Grant
Name: Susan Grant
Title: Assistant Secretary
Dated: May 22, 2019
PFIZER INC.
By: /s/ Susan Grant
Name: Susan Grant
Title: Assistant Secretary
PFIZER VENTURES (US) LLC
By: /s/ Susan Grant
Name: Susan Grant
Title: Secretary
Name: Susan Grant
Title: Secretary