UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2) *
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934
23ANDME HOLDING CO.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
90138Q 108
(CUSIP Number)
Victoria A. Whyte
GSK plc
980 Great West Road
Brentford, Middlesex TW8 9GS
England
Telephone: +44 (0)208 047 5000
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 7, 2024
(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.
| CUSIP No. 405552100 | 13D/A2 | Page 2 of 6 |
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GSK plc | |
| 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) OO | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | |
| 6. | CITIZENSHIP
OR PLACE OF ORGANIZATION England and Wales |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE
VOTING POWER 39,660,487 (1) | ||
| 8. | SHARED
VOTING POWER 0 | |||
| 9. | SOLE
DISPOSITIVE POWER 39,660,487 (1) | |||
| 10. | SHARED
DISPOSITIVE POWER 0 |
| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,660,487 (1) | |
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ | |
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2% (2) | |
| 14. | TYPE
OF REPORTING PERSON (see instructions) CO |
Footnote:
(1) Represents shares of the Issuer’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) that may be obtained upon the conversion of shares of Class B Common Stock (“Class B Common Stock”) held by the reporting persons. Class B Common Stock, which is not registered under the Securities Exchange Act of 1934, as amended, is convertible into shares of Class A Common Stock at the option of the holder on a share-for-share basis.
(2) The percentage reported herein is based upon (i) 315,436,358 shares of Class A Common Stock of 23andMe Holding Co. (the “Issuer”) outstanding as of January 31, 2024, as reported in the Issuer’s Form 10-Q furnished with the Securities and Exchange Commission (the “SEC”) on February 7, 2024, and (ii) 39,660,487 shares of Class B Common Stock held directly by Glaxo Group Limited (“GGL”), an indirect wholly owned subsidiary of GSK plc (“GSK”).
| CUSIP No. 405552100 | 13D/A2 | Page 3 of 6 |
Item 1. Security and Issuer.
This Amendment No. 2 to Schedule 13D (this “Statement”) amends and supplements the statement on Schedule 13D originally filed on November 4, 2022, as amended on January 20, 2023 (the “Schedule 13D”) with respect to the Class A Common Stock of the Issuer, a Delaware incorporated company. GSK is filing this amendment to disclose its new percentage beneficial ownership in the Issuer, which has been decreased as a result of an increase in the outstanding Class A Common Stock of the Issuer. The Issuer’s principal executive offices are located at 349 Oyster Point Boulevard South San Francisco, California 94080.
Item 2. Identity and Background.
The response set forth in Item 2 of the Schedule 13D is hereby amended by deleting Schedule 1 in its entirety and replacing it with Schedule 1 attached.
Item 5. Interest in Securities of the Issuer.
The response set forth in Items 5 (a) of the Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing it with the following:
| a. | GSK beneficially owns 39,660,487 shares of Class B Common Stock, which represents 11.2% of the 315,436,358 shares of Class A Common Stock of the Issuer outstanding as of January 31, 2024, as reported in the Issuer’s Form 10-Q on February 7, 2024 and the 39,660,487 shares of Class B Common Stock held by GGL. |
| CUSIP No. 405552100 | 13D/A2 | Page 4 of 6 |
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: February 9, 2024
| GSK plc | ||
| By: | /s/ Victoria A. Whyte | |
| Name: Victoria A. Whyte | ||
| Title: Authorized Signatory | ||
| CUSIP No. 405552100 | 13D/A2 | Page 5 of 6 |
Schedule 1
Name |
Business Address |
Principal Occupation or Employment |
Citizenship |
| Board of Directors | |||
| Sir Jonathan Symonds CBE | 980
Great West Road Brentford Middlesex TW8 9GS, England |
Chair and Company Director | British |
| Emma Walmsley | 980
Great West Road Brentford Middlesex TW8 9GS, England |
Executive Director and Chief Executive Officer | British |
| Julie Brown | 980
Great West Road Brentford Middlesex TW8 9GS, England |
Company Director and Chief Financial Officer | British |
| Elizabeth McKee Anderson | 980
Great West Road Brentford Middlesex TW8 9GS, England |
Company Director | US |
| Charles Bancroft | 980
Great West Road Brentford Middlesex TW8 9GS, England |
Company Director | US |
| Dr. Hal Barron | 980
Great West Road Brentford Middlesex TW8 9GS, England |
Company Director | US |
| Dr. Anne Beal | 980
Great West Road Brentford Middlesex TW8 9GS, England |
Company Director | US |
| Wendy Becker | 980
Great West Road Brentford Middlesex TW8 9GS, England |
Company Director | British, US & Italian |
| Dr. Harry (Hal) Dietz | 980
Great West Road Brentford Middlesex TW8 9GS, England |
Company Director | US |
| Dr. Jesse Goodman | 980
Great West Road Brentford Middlesex TW8 9GS, England |
Company Director | US |
Urs Rohner
|
980
Great West Road Brentford Middlesex TW8 9GS, England |
Company Director | Swiss |
| Dr. Vishal Sikka | 980
Great West Road Brentford Middlesex TW8 9GS, England |
Company Director | US |
| CUSIP No. 405552100 | 13D/A2 | Page 6 of 6 |
GSK Leadership Team |
|||
Name |
Business Address |
Principal Occupation or Employment |
Citizenship |
| Emma Walmsley | 980
Great West Road Brentford Middlesex TW8 9GS, England |
Chief Executive Officer | British |
| Julie Brown | 980
Great West Road Brentford Middlesex TW8 9GS, England |
Chief Financial Officer | British |
| Diana Conrad | 980
Great West Road Brentford Middlesex TW8 9GS, England |
Chief People Officer | Canadian |
| James Ford | 980
Great West Road Brentford Middlesex TW8 9GS, England |
SVP and Group General Counsel, Legal and Compliance | British & US |
| Sally Jackson | 980
Great West Road Brentford Middlesex TW8 9GS, England |
SVP, Global Communications and CEO Office | British |
Luke Miels
|
980
Great West Road Brentford Middlesex TW8 9GS, England |
Chief Commercial Officer
|
Australian
|
| Shobana Ramakrishnan | 980
Great West Road Brentford Middlesex TW8 9GS, England |
Chief Digital & Technology Officer
|
US
|
| David Redfern | 980
Great West Road Brentford Middlesex TW8 9GS, England |
President, Corporate Development | British |
| Regis Simard | 980
Great West Road Brentord Middlesex TW8 9GS, England |
President, Global Supply Chain | French & British |
| Philip Thomson | 980
Great West Road Brentford Middlesex TW8 9GS, England |
President, Global Affairs | British |
| Deborah Waterhouse | 980
Great West Road Brentford Middlesex TW8 9GS, England |
CEO, ViiV Healthcare, and President Global Health | British |
| Tony Wood | 980
Great West Road Brentford Middlesex TW8 9GS, England |
Chief Scientific Officer | British |