Edgar Filing: PTC THERAPEUTICS, INC.

Name of reporting persons.

Boxer Capital, LLC

Check the appropriate box if a member of a group. (See instructions)

(a) ☐ (b) ☒

SEC use only.

Citizenship or place of organization.

Delaware

SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

PTC THERAPEUTICS, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

69366J200

(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:

☐ 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 the 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. 69366J200				Page 2 of 8

*	Based on 50,454,834 shares of Common Stock outstanding as of November 1, 2018, as set forth in the Issuer’s Quarterly Report on Form 10-Q that was filed with the Securities and Exchange Commission on November 5, 2018.


CUSIP No. 69366J200				Page 3 of 8

*	Based on 50,454,834 shares of Common Stock outstanding as of November 1, 2018, as set forth in the Issuer’s Quarterly Report on Form 10-Q that was filed with the Securities and Exchange Commission on November 5, 2018.


CUSIP No. 69366J200				Page 4 of 8


CUSIP No. 69366J200				Page 5 of 8

*	Based on 50,454,834 shares of Common Stock outstanding as of November 1, 2018, as set forth in the Issuer’s Quarterly Report on Form 10-Q that was filed with the Securities and Exchange Commission on November 5, 2018.

This Amendment No. 2 (“Amendment No. 2”) is filed by Boxer Capital, LLC (“Boxer Capital”), Boxer Asset Management Inc. (“Boxer Management”), Brasyln Ltd. (“Braslyn”) and Joe Lewis (together with Boxer Capital, Boxer Management and Braslyn, the “Reporting Persons”), and amends and supplements the statement on Schedule 13G initially filed on January 26, 2018 (the “Original Filing”) as amended by Amendment No. 1 filed on February 26, 2018. The Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 2. Capitalized terms used and not defined in this Amendment No. 2 have the meanings set forth in the Original Filing.

Item 4. Ownership.

(a)

Amount beneficially owned:

Boxer Capital, Boxer Management and Joe Lewis beneficially own 2,155,000 shares of Common Stock. Braslyn beneficially owns 0 shares of Common Stock. The Reporting Persons may be deemed to beneficially own 2,155,000 shares of Common Stock.

(b)

Percent of class:

The shares of Common Stock beneficially owned by Boxer Capital, Boxer Management and Joe Lewis represent 4.3% of the Issuer’s outstanding shares of Common Stock based on 50,454,834 shares of Common Stock outstanding as of November 1, 2018, as set forth in the Issuer’s Quarterly Report on Form 10-Q that was filed with the Securities and Exchange Commission on November 5, 2018.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or direct the vote:

None of the Reporting Persons has sole power to vote or to direct the vote of any shares of Common Stock they beneficially own.

(ii)

Shared power to vote or to direct the vote:

Boxer Capital, Boxer Management and Joe Lewis have shared power to vote or to direct the vote of the 2,155,000 shares of Common Stock they beneficially own.

(iii)

Sole power to dispose or to direct the disposition of:

None of the Reporting Persons has sole power to dispose or to direct the disposition of any shares of Common Stock they beneficially own.

(iv)

Shared power to dispose or to direct the disposition of:

Boxer Capital, Boxer Management and Joe Lewis have shared power to dispose or to direct the disposition of the 2,155,000 shares of Common Stock they beneficially own.

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

With respect to each Reporting Person:

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒

Item 10. Certification.

(c) 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.

Page 6 of 8

Exhibits

Joint Filing Agreement among the Reporting Persons, incorporated herein by reference to Exhibit 99.1 to the Schedule 13G filed on February 26, 2018.

Page 7 of 8

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.

February 14, 2019


BOXER CAPITAL, LLC

By:		/s/ Aaron I. Davis
Name:		Aaron I. Davis
Title:		Authorized Signatory

BOXER ASSET MANAGEMENT INC.

By:		/s/ Jason Callender
Name:		Jason Callender
Title:		Director

BRASLYN LTD.

By:		/s/ Jason Callender
Name:		Jason Callender
Title:		Director

JOSEPH C. LEWIS

/s/ Joseph C. Lewis
Joseph C. Lewis, Individually