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13G Filing: Gates Ventures, LLC and Max-1 Acquisition Corp

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Gates Ventures 6,333,322 0 6,333,322 0 6,333,322 17.8%
William H. Gates III 6,333,322 0 6,333,322 0 6,333,322 17.8%

Page 1 of 7 – SEC Filing

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Exicure, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

30205M101

(CUSIP Number)

September 26, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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).

 


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Page 2 of 7 – SEC Filing

 

CUSIP No. 30205M101

 

 

1.

Names of Reporting Persons
Gates Ventures, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
State of Washington

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
6,333,322
(1)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
6,333,322
(1)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,333,322
(1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
17.8%
(2)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


(1)       All shares of the common stock, $0.0001 par value per share (the Common Stock) of Exicure, Inc. (the Issuer), held by Gates Ventures, LLC (GV) may be deemed to be beneficially owned by William H. Gates III as the sole member of GV.

 

(2)       Based on 35,513,987 shares of Common Stock of the Issuer outstanding as of September 26, 2017, as reported on the Issuers Form 8-K filed with the Securities and Exchange Commission on October 2, 2017.

 

2


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Page 3 of 7 – SEC Filing

 

CUSIP No. 30205M101

 

 

1.

Names of Reporting Persons
William H. Gates III

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
6,333,322
(1)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
6,333,322
(1)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,333,322
(1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
17.8%
(2)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1)       All shares of the common stock, $0.0001 par value per share (the Common Stock) of Exicure, Inc. (the Issuer), held by Gates Ventures, LLC (GV) may be deemed to be beneficially owned by William H. Gates III as the sole member of GV.

 

(2)       Based on 35,513,987 shares of Common Stock of the Issuer outstanding as of September 26, 2017, as reported on the Issuers Form 8-K filed with the Securities and Exchange Commission on October 2, 2017.

 

3


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Page 4 of 7 – SEC Filing

 

Item 1.

 

(a)

Name of Issuer
Exicure, Inc.

 

(b)

Address of Issuers Principal Executive Offices
8045 Lamon Avenue, Suite 410, Skokie, IL 60077

 

Item 2.

 

(a)

Name of Person Filing
Gates Ventures, LLC (GV)

William H. Gates III

 

(b)

Address of Principal Business Office or, if none, Residence
GV 2365 Carillon Point, Kirkland, Washington 98033

Mr. Gates One Microsoft Way, Redmond, Washington 98052

 

(c)

Citizenship
GV is a limited liability company organized under the laws of the state of Washington.

Mr. Gates is a citizen of the United States of America.

 

(d)

Title of Class of Securities
Common stock, par value $0.0001 per share

 

(e)

CUSIP Number
30205M101

 

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.

 

4


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Page 5 of 7 – SEC Filing

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

See the responses to Item 9 on the attached cover pages.

 

(b)

Percent of class:   

See the responses to Item 11 on the attached cover pages.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

See the responses to Item 5 on the attached cover pages.

 

 

(ii)

Shared power to vote or to direct the vote    

See the responses to Item 6 on the attached cover pages.

 

 

(iii)

Sole power to dispose or to direct the disposition of   

See the responses to Item 7 on the attached cover pages.

 

 

(iv)

Shared power to dispose or to direct the disposition of   

See the responses to Item 8 on the attached cover pages.

 

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   o.

 

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 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.

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.

 

5


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Page 6 of 7 – SEC Filing

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Page 7 of 7 – SEC Filing

 

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.

 

Date:  October 5, 2017

GATES VENTURES, LLC

 

 

 

By:

*

 

 

Name:

Alan Heuberger (1)

 

 

Title:

Attorney-in-fact for Michael Larson, Manager

 

 

 

WILLIAM H. GATES III

 

 

 

By:

*

 

 

Name:

Alan Heuberger (2)

 

 

Title:

Attorney-in-fact

 

 

 

 

 

 

 

 

 

*By:

 

/s/ Alan Heuberger

 

 

 

Alan Heuberger

 


(1)       Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated October 11, 2013, by and on behalf of Michael Larson, filed as Exhibit 99.2 to Gates Ventures, LLCs Schedule 13G with respect to KiOR, Inc. on October 31, 2013, SEC File No. 005-86313, and incorporated by reference herein.

 

(2)       Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of William H. Gates III, filed as Exhibit 99.3 to Gates Ventures, LLCs Schedule 13G with respect to KiOR, Inc. on October 31, 2013, SEC File No. 005-86313, and incorporated by reference herein.

 

7


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