SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Neoleukin Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.000001 per share
(Title of Class of Securities)
64049K104
(CUSIP Number)
December 31, 2021
(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 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).
SCHEDULE 13G
| CUSIP No. 64049K104 | Page 2 of 4 Pages |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Umut Ulge | |||||
| 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
3,127,733(1) | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
3,127,733(1) | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,127,733 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| 1. | Includes an aggregate of 348,542 shares issuable upon exercise of stock options exercisable within 60 days of the date hereof. |
SCHEDULE 13G
| CUSIP No. 64049K104 | Page 3 of 4 Pages |
| Item 1. | |
| (a) | Name of Issuer: |
Neoleukin Therapeutics, Inc.
| (b) | Address of Issuer’s Principal Executive Offices: |
188 East Blaine Street, Suite 450
Seattle, Washington 98102
| Item 2. | |
| (a) | Name of Person Filing: |
Umut Ulge
| (b) | Address of Principal Office: |
c/o Neoleukin Therapeutics, Inc.
188 East Blaine Street, Suite 450
Seattle, Washington 98102
| (c) | Citizenship: |
United States
| (d) | Title of Class of Securities: |
Common Stock
| (e) | CUSIP Number: |
64049K104
| Item 3. | Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c): |
Not applicable.
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
3,127,733
| (b) | Percent of class: |
7.3%
(c) Number of shares as to which the person has:
| (i) | Sole power to vote or to direct the vote: | 3,127,733 (1) | ||||
| (ii) | Shared power to vote or to direct the vote: | 0 | ||||
| (iii) | Sole power to dispose or to direct the disposition of: | 3,127,733 (1) | ||||
| (iv) | Shared power to dispose or to direct the disposition of: | 0 |
| 1. | Includes an aggregate of 348,542 shares issuable upon exercise of stock options exercisable within 60 days of the date hereof. |
| 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. |
Not Applicable.
| Item 7. | Identification and Classification of 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. | Certifications |
Not applicable.
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: February 11, 2022 | /s/ Umut Ulge | |||||
| Name: | Umut Ulge |