Filing Details
- Accession Number:
- 0000935836-25-000311
- Form Type:
- 13D Filing
- Publication Date:
- 2025-05-05 20:00:00
- Filed By:
- EcoR1 Capital
- Company:
- Prothena Corp Public Ltd Co (NASDAQ:PRTA)
- Filing Date:
- 2025-05-06
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| EcoR1 Capital, LLC | 0 | 5,304,596 | 0 | 5,304,596 | 5,304,596 | 9.9% |
| Oleg Nodelman | 0 | 5,304,596 | 0 | 5,304,596 | 5,304,596 | 9.9% |
| EcoR1 Capital Fund Qualified, L.P. | 0 | 4,973,891 | 0 | 4,973,891 | 4,973,891 | 9.2% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
|
PROTHENA CORP PUBLIC LTD CO (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
G72800108 (CUSIP Number) |
Anthony J. Caldwell, Esq. Shartsis Friese LLP, 425 Market Street, 11th Floor San Francisco, CA, 94105 (415) 421-6500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/02/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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 13D
|
| CUSIP No. | G72800108 |
| 1 |
Name of reporting person
EcoR1 Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,304,596.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person:
Percentage calculated based on 53,826,982 Ordinary Shares outstanding on February 20, 2025, as reported in the Form 10-K filed by the Issuer for the fiscal year ended December 31, 2024.
SCHEDULE 13D
|
| CUSIP No. | G72800108 |
| 1 |
Name of reporting person
Oleg Nodelman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,304,596.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
Percentage calculated based on 53,826,982 Ordinary Shares outstanding on February 20, 2025, as reported in the Form 10-K filed by the Issuer for the fiscal year ended December 31, 2024.
SCHEDULE 13D
|
| CUSIP No. | G72800108 |
| 1 |
Name of reporting person
EcoR1 Capital Fund Qualified, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,973,891.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Percentage calculated based on 53,826,982 Ordinary Shares outstanding on February 20, 2025, as reported in the Form 10-K filed by the Issuer for the fiscal year ended December 31, 2024.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares |
| (b) | Name of Issuer:
PROTHENA CORP PUBLIC LTD CO |
| (c) | Address of Issuer's Principal Executive Offices:
77 SIR JOHN ROGERSON'S QUAY, BLOCK C, GRAND CANAL DOCKLANDS, Dublin 2,
IRELAND
, D02 VK60. |
| Item 2. | Identity and Background |
| (a) | The reporting persons are:
EcoR1 Capital, LLC, a Delaware limited liability company ("EcoR1")
EcoR1 Capital Fund Qualified, L.P., a Delaware limited partnership ("Qualified Fund")
Oleg Nodelman
Qualified Fund is filing this statement jointly with the other reporting persons, but not as a member of a group, and it expressly disclaims membership in a group. In addition, the filing of this Schedule 13D on behalf of Qualified Fund should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any securities covered by this Schedule 13D. Each reporting person also disclaims beneficial ownership of the securities reported herein except to the extent of that person's pecuniary interest therein. |
| (b) | 357 Tehama Street #3, San Francisco, CA 94103 |
| (c) | EcoR1 is an investment adviser to investment funds, including Qualified Fund (collectively, the "Funds"). EcoR1 is the general partner of the Funds. Mr. Nodelman is the manager and control person of EcoR1. |
| (d) | During the last five years, none of the reporting persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the reporting persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | For citizenship of the reporting persons, see Item 6 of each reporting person's cover page. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Funds used their working capital to purchase the Issuer's Ordinary Shares.
The amount of funds used in purchasing the Issuer's Ordinary Shares were as follows:
EcoR1 Capital Fund Qualified, L.P.: $91,817,329.79
EcoR1 Capital Fund, L.P.: $2,414,147.63 | |
| Item 4. | Purpose of Transaction |
The reporting persons acquired Ordinary Shares for investment purposes based on their belief that the Issuer's Ordinary Shares, when purchased, was undervalued and represented an attractive investment opportunity. The reporting persons will routinely monitor the Issuer regarding a wide variety of factors that affect their investment considerations, including, current and anticipated future trading prices of the Ordinary Shares and other securities, the Issuer's operations, assets, prospects, financial position, and business development, Issuer's management, Issuer-related competitive and strategic matters, general economic, financial market and industry conditions, and other investment considerations. Depending on their evaluation of various factors, the reporting persons may take such actions regarding their holdings of the Issuer's securities as they deem appropriate in light of circumstances existing from time to time. Such actions may include purchasing additional Ordinary Shares in the open market, through privately negotiated transactions with third parties or otherwise, and selling at any time, in the open market, through privately negotiated transactions with third parties or otherwise, all or part of the Ordinary Shares that they now own or hereafter acquire. The reporting persons also may from time to time enter into or unwind hedging or other derivative transactions with respect to the Ordinary Shares or pledge their interests in the Ordinary Shares to obtain liquidity. In addition, from time to time the reporting persons and their representatives and advisers may communicate with other stockholders, industry participants and other interested parties about the Issuer.
The reporting persons have no present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, the reporting persons may recommend action to the Issuer's management, board of directors and stockholders. Any such actions could involve one or more of the events referred to in clauses (a) through (j) of Item 4 of Schedule 13D, including, potentially, one or more mergers, consolidations, sales or acquisitions of assets, changes in control, issuances, purchases, dispositions or pledges of securities or other changes in capitalization. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Aggregate number of shares beneficially owned by the reporting persons:
EcoR1: 5,304,596
Oleg Nodelman: 5,304,596
Qualified Fund: 4,973,891
Aggregate percentage of the class of Ordinary Shares beneficially owned by the reporting persons:
EcoR1: 9.9%
Oleg Nodelman: 9.9%
Qualified Fund: 9.2% |
| (b) | Number of shares as to which the each reporting person has:
(i) Sole power to vote or to direct the vote:
EcoR1: 0
Qualified Fund: 0
Oleg Nodelman: 0
(ii) Shared power to vote or to direct the vote:
EcoR1: 5,304,596
Oleg Nodelman: 5,304,596
Qualified Fund: 4,973,891
(iii) Sole power to dispose or to direct the disposition of:
EcoR1: 0
Qualified Fund: 0
Oleg Nodelman: 0
(iv) Shared power to dispose or to direct the disposition of:
EcoR1: 5,304,596
Oleg Nodelman: 5,304,596
Qualified Fund: 4,973,891 |
| (c) | The reporting persons have engaged in the following transactions in the Issuer's Ordinary Shares in the 60 days preceding the date of this Schedule 13D:
On 5/2/2025, the Funds sold 3,317,938 of the Issuer's Ordinary Shares for a dollar-weighted average price of $8.3621 per share. Qualified Fund sold 3,097,619 of these shares.
On 5/5/2025, the Funds sold 977,693 of the Issuer's Ordinary Shares for a dollar-weighted average price of $8.1111 per share. Qualified Fund sold 916,492 of these shares.
On 5/6/2025, the Funds sold 1,984,053 of the Issuer's Ordinary Shares for a dollar-weighted average price of $7.6433 per share. Qualified Fund sold 1,859,851 of these shares. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
EcoR1 is the investment adviser to its clients pursuant to investment management agreements or limited partnership agreements providing to EcoR1 the authority, among other things, to invest the funds of such clients in Ordinary Shares, to vote and dispose of Ordinary Shares and to file this statement on behalf of such clients. Pursuant to such limited partnership agreements, EcoR1 is entitled to allocations based on assets under management and realized and unrealized gains. Pursuant to such investment management agreements, EcoR1 is entitled to fees based on assets under management and realized and unrealized gains. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G. |
| 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.
|
|
|
|
|
|
|