UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ATYR PHARMA, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
002120202
(CUSIP Number)
PAUL SCHIMMEL
372 South Beach Road
Hobe Sound, FL 33455
(561) 228-2483
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 10, 2020
(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. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* 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).
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CUSIP No. 002120202 |
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13D |
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Page 2 of 5 Pages |
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1. |
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS (see instructions) |
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5. |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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7. |
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SOLE VOTING POWER |
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8. |
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SHARED VOTING POWER |
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9. |
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SOLE DISPOSITIVE POWER |
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10. |
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SHARED DISPOSITIVE POWER |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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14. |
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TYPE OF REPORTING PERSON (see instructions) |
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(1) |
Includes as of February 14, 2020: (i) 2,890 shares of Common Stock held by Dr. Schimmel; (ii) 437,590 shares of Common Stock held by the Schimmel Revocable Trust U/A Dtd 9/6/2000; (iii) 63,023 shares of Common Stock held by the Paul Schimmel Prototype PSP, Paul Schimmel, Trustee, FBO Paul Schimmel; and (vi) 6,479 shares of Common Stock that Dr. Schimmel has the right to acquire within 60 days of February 14, 2020 pursuant to the exercise of stock options. |
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(2) |
This calculation is based on 8,538,007 shares of Common Stock of the Issuer outstanding as of February 14, 2020, as reported by the Issuer to the Reporting Persons. |
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CUSIP No. 002120202 |
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13D |
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Page 3 of 5 Pages |
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS (see instructions) |
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5. |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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7. |
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SOLE VOTING POWER |
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8. |
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SHARED VOTING POWER |
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9. |
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SOLE DISPOSITIVE POWER |
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10. |
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SHARED DISPOSITIVE POWER |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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14. |
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TYPE OF REPORTING PERSON (see instructions) |
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(1) |
This calculation is based on 8,538,007 shares of Common Stock of the Issuer outstanding as of February 14, 2020, as reported by the Issuer to the Reporting Persons. |
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CUSIP No. 002120202 |
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13D |
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Page 4 of 5 Pages |
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This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D (the “Schedule 13D”) filed jointly by Dr. Paul Schimmel and the Schimmel Prototype PSP, Paul Schimmel, Trustee, FBO Paul Schimmel (“Prototype PSP,” together with Dr. Schimmel, the “Reporting Persons”) on September 10, 2018, as amended on April 16, 2019, with respect to the Common Stock of aTyr Pharma, Inc. (the “Issuer”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Schedule 13D.
Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. The Issuer implemented a one-for-fourteen (1:14) reverse stock split of the Issuer’s Common Stock effective as of June 28, 2019.
Item 3. Source or Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding the following:
On February 10, 2020, the Schimmel Trust purchased 254,000 shares of the Issuer’s Common Stock in an underwritten public offering at the public offering price per share of $4.25. Registration statements relating to these securities have been filed with the Securities and Exchange Commission (the “SEC”) and became effective on February 5, 2020.
The source of the funds for all purchases and acquisitions by Dr. Schimmel and the Schimmel Trust was from personal funds. The source of the funds for all purchases and acquisitions by Prototype PSP was working capital of Prototype PSP. No part of the purchase price was borrowed by Reporting Persons for the purpose of acquiring any securities discussed in this Item 3.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended to read as follows:
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(a) |
See items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number of shares and percentage of Common Stock beneficially owned by each of the Reporting Persons as of February 14, 2020. |
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(b) |
See items 7 through 10 of the cover pages to this Schedule 13D for the number of shares of Common Stock beneficially owned by each of the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition as of February 14, 2020. |
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(c) |
During the period from December 15, 2019 through February 14, 2020, the following transactions occurred: |
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On February 10, 2020, the Schimmel Trust purchased 254,000 shares of the Issuer’s Common Stock in an underwritten public offering at the public offering price per share of $4.25. Registration statements relating to these securities have been filed with the SEC and became effective on February 5, 2020. |
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(d) |
None. |
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(e) |
Not applicable. |
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CUSIP No. 002120202 |
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13D |
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Page 5 of 5 Pages |
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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.
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Date: February 14, 2020 |
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/s/ Paul Schimmel Paul Schimmel, Ph.D. |
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PAUL SCHIMMEL PROTOTYPE PSP PAUL SCHIMMEL, TRUSTEE FBO PAUL SCHIMMEL |
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/s/ Paul Schimmel Paul Schimmel, Ph.D. |
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