UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Harmony Biosciences Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
413197104
(CUSIP Number)
December 31, 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) |
| x | 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).
| 1. | Name of Reporting Persons: HBM Healthcare Investments (Cayman) Ltd. | ||
| 2. | Check the Appropriate Box if a Member of a Group | ||
| (a) | ¨ | ||
| (b) | ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization: Cayman Islands, British West Indies | ||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power: 2,147,943 |
| 6. | Shared Voting Power: 0 | |
| 7. | Sole Dispositive Power: 2,147,943 | |
| 8. | Shared Dispositive Power: 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 2,147,943 | |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class Represented by Amount in Row (9): 3.6% (1) | |
| 12. | Type of Reporting Person (See Instructions): CO | |
(1) Based on 59,317,554 shares of Common Stock outstanding as of October 28, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on November 1, 2022.
| Item 1. | (a). | Name of Issuer: Harmony Biosciences Holdings, Inc. |
| (b). |
Address of Issuer’s Principal Executive Offices: 630 W. Germantown Pike Plymouth Meeting, PA 19462 | |
| Item 2(a). |
Name of Person Filing: HBM Healthcare Investments (Cayman) Ltd. | |
| Item 2(b). |
Address of Principal Business Office: Governors Square 23 Lime Tree Bay Avenue PO Box 30852 Grand Cayman, Cayman Islands | |
| Item 2(c). |
Citizenship:
Cayman Islands, British West Indies
| |
| Item 2(d). | Title of Class of Securities: Common Stock, par value $0.00001 |
| Item 2(e). | CUSIP Number: 413197104 | ||
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | ||
| Not Applicable. | |||
| Item 4. | Ownership. | ||
| (a) |
Amount beneficially owned:
2,147,943 (1)
| ||
| (b) |
Percent of class:
3.6% (2)
| ||
| (c) | Number of shares as to which the Reporting Person has:
| ||
| (i) |
Sole power to vote or to direct the vote:
2,147,943
| ||
| (ii) |
Shared power to vote or to direct the vote:
0
| ||
| (iii) |
Sole power to dispose or to direct the disposition of:
2,147,943
| ||
| (iv) |
Shared power to dispose or to direct the disposition of:
0
| ||
|
Item 5. |
Ownership of Five Percent or Less of a Class | |
| As of December 31, 2022, the Reporting Person ceased to be the beneficial owner of more than five percentage of the shares of Issuer’s Common Stock. | ||
| Item 6. | Ownership of More than Five 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. | |
| 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. | Certification. | |
| Not Applicable. | ||
|
(1) |
Voting and investment power over the shares held by HBM Healthcare Investments (Cayman) Ltd. is exercised by the board of directors of HBM Healthcare Investments (Cayman) Ltd. (the “Board”). The Board consists of Jean-Marc LeSieur, Richard H. Coles, Sophia Harris, Dr. Andreas Wicki, Mark Kronenfeld, M.D. and Richard Paul Woodhouse, none of whom has individual voting or investment power with respect to the shares. | |
| (2) | Based on 59,317,554 shares of Common Stock outstanding as of October 28, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on November 1, 2022. | |
SIGNATURES
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 14, 2023
|
HBM HEALTHCARE INVESTMENTS (CAYMAN) LTD. | ||
| By: | /s/ Jean-Marc LeSieur | |
| Name: | Jean-Marc LeSieur | |
| Title: | Managing Director | |
SIGNATURE PAGE TO SCHEDULE 13G AMENDMENT NO. 2 (HARMONY BIOSCIENCES HOLDINGS, INC.)