Form SC 13G/A ORGANOVO HOLDINGS, INC. Filed by: ARK Investment Management LLC

February 14, 2019 11:34 AM

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

 

Organovo Holdings, Inc.

 

(Name of Issuer)

 

Common Stock

 

(Title of Class of Securities)

 

68620A104

 

(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:

 

x  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 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. 68620A104 13G Page 2 of 5 Pages 

 

1. NAMES OF REPORTING PERSONS    
ARK Investment Management LLC    
   
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    
(a)¨    
(b)¨    
3. SEC USE ONLY    
     
   
4. CITIZENSHIP OR PLACE OF ORGANIZATION    
Delaware, United States    
   

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER    
17,929,634    
   
6. SHARED VOTING POWER    
130,195    
   
7. SOLE DISPOSITIVE POWER    
17,929,634    
   
8. SHARED DISPOSITIVE POWER    
130,195    
   

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
18,059,829    
   
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    
¨    
   
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    
15.58%    
   
12. TYPE OF REPORTING PERSON    
IA    
   

 

 

 

 

CUSIP No. 68620A104 13G Page 3 of 5 Pages 

 

Item 1(a) Name of issuer:

 

Organovo Holdings, Inc.

 

Item 1(b) Address of issuer's principal executive offices:

 

6275 Nancy Ridge Drive, Suite 110

San Diego, CA 92121

 

Item 2(a) Name of person filing:

 

ARK Investment Management LLC

 

Item 2(b) Address or principal business office or, if none, residence:

 

ARK Investment Management LLC

3 East 28th Street, 7th Floor

New York, NY 10016

 

Item 2(c) Citizenship:

 

Delaware, United States

 

Item 2(d) Title of class of securities:

 

Common Stock

 

Item 2(e) CUSIP No.:

 

68620A104

 

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 (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) x 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 associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

 

 

CUSIP No. 68620A104 13G Page 4 of 5 Pages 

 

(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-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). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4. Ownership          

 

(a)Amount beneficially owned:

 

18,059,829

 

(b)Percent of class:

 

15.58%

 

(c)Number of shares as to which such person has:

 

(i)  Sole power to vote or to direct the vote: 17,929,634

 

(ii) Shared power to vote or to direct the vote: 130,195

 

(iii) Sole power to dispose or to direct the disposition of: 17,929,634

 

(iv) Shared power to dispose or to direct the disposition of: 130,195 

 

Item 5. Ownership of 5 Percent or Less of a Class.

 

Not applicable.

  

Item 6. Ownership of More than 5 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.

 

 

 

 

CUSIP No. 68620A104 13G Page 5 of 5 Pages 

 

Item 10. Certifications.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

 

The reporting persons agree that this statement is filed on behalf of each of them.

 

Dated:    February 14, 2019

 

  ARK Investment Management LLC  
       
  By: /s/ Kellen Carter  
    Name:  Kellen Carter  
    Title:    Chief Compliance Officer  

 

 

 

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