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Under the Securities Exchange Act of 1934
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(Amendment No. 1)*
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CUSIP No. 83578Q209
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13G
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1.
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Name of Reporting Persons: Invus Public Equities, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization: Bermuda
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NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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Sole Voting Power: 0
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6.
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Shared Voting Power: 0
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7.
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Sole Dispositive Power: 0
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8.
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Shared Dispositive Power: 0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 0
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9): 0.0%
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12.
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Type of Reporting Person (See Instructions): PN
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CUSIP No. 83578Q209
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13G
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1.
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Name of Reporting Persons: Invus Public Equities Advisors, LLC
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2.
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Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization: Delaware
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NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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Sole Voting Power: 0
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6.
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Shared Voting Power: 0
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7.
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Sole Dispositive Power: 0
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8.
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Shared Dispositive Power: 0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 0
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9): 0.0%
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12.
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Type of Reporting Person (See Instructions): OO
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CUSIP No. 83578Q209
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13G
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1.
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Name of Reporting Persons: Artal International S.C.A.
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2.
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Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization: Luxembourg
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NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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Sole Voting Power: 0
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6.
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Shared Voting Power: 0
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7.
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Sole Dispositive Power: 0
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8.
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Shared Dispositive Power: 0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 0
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9): 0.0%
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12.
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Type of Reporting Person (See Instructions): OO
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CUSIP No. 83578Q209
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13G
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1.
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Name of Reporting Persons: Artal International Management S.A.
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2.
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Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization: Luxembourg
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NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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Sole Voting Power: 0
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6.
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Shared Voting Power: 0
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7.
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Sole Dispositive Power: 0
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8.
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Shared Dispositive Power: 0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 0
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9): 0.0%
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12.
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Type of Reporting Person (See Instructions): OO
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CUSIP No. 83578Q209
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13G
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1.
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Name of Reporting Persons: Artal Group S.A.
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2.
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Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization: Luxembourg
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NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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Sole Voting Power: 0
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6.
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Shared Voting Power: 0
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7.
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Sole Dispositive Power: 0
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8.
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Shared Dispositive Power: 0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 0
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9): 0.0%
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12.
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Type of Reporting Person (See Instructions): OO
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CUSIP No. 83578Q209
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13G
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1.
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Name of Reporting Persons: Westend S.A.
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2.
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Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization: Luxembourg
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NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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Sole Voting Power: 0
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6.
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Shared Voting Power: 0
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7.
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Sole Dispositive Power: 0
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8.
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Shared Dispositive Power: 0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 0
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9): 0.0%
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12.
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Type of Reporting Person (See Instructions): OO
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CUSIP No. 83578Q209
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13G
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1.
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Name of Reporting Persons: Stichting Administratiekantoor Westend
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2.
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Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization: The Netherlands
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NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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Sole Voting Power: 0
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6.
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Shared Voting Power: 0
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7.
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Sole Dispositive Power: 0
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8.
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Shared Dispositive Power: 0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 0
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9): 0.0%
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12.
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Type of Reporting Person (See Instructions): OO
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CUSIP No. 83578Q209
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13G
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1.
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Name of Reporting Persons: Mr. Pascal Minne
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2.
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Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization: Belgium
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NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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Sole Voting Power: 0
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6.
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Shared Voting Power: 0
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7.
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Sole Dispositive Power: 0
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8.
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Shared Dispositive Power: 0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 0
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9): 0.0%
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12.
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Type of Reporting Person (See Instructions): IN
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Item 1.
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(a). Name of Issuer
Sophiris Bio Inc. (the “Issuer”)
(b). Address of Issuer’s Principal Executive Offices:
1258 Prospect Street, La Jolla, CA 92037
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Item 2(a). Item 2(b). Item 2(c).
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Name of Person Filing
Address of Principal Business Office
Citizenship
(i) Invus Public Equities, L.P. (“Invus Public Equities”)
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Bermuda limited partnership
(ii) Invus Public Equities Advisors, LLC (“Invus Advisors”)
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(iii) Artal International S.C.A. (“Artal International”)
10-12 avenue Pasteur, L-2310, Luxembourg, Luxembourg
Citizenship: Luxembourg limited partnership
(iv) Artal International Management S.A. (“Artal International Management”)
10-12 avenue Pasteur, L-2310, Luxembourg, Luxembourg
Citizenship: Luxembourg société anonyme
(v) Artal Group S.A. (“Artal Group”)
10-12 avenue Pasteur, L-2310, Luxembourg, Luxembourg
Citizenship: Luxembourg société anonyme
(vi) Westend S.A. (“Westend”)
10-12 avenue Pasteur, L-2310, Luxembourg, Luxembourg
Citizenship: Luxembourg société anonyme
(vii) Stichting Administratiekantoor Westend (the “Stichting”)
De Boelelaan 7, NL-1083 HJ Amsterdam, The Netherlands
Citizenship: Netherlands foundation
(viii) Mr. Pascal Minne
Place Ste. Gudule, 19, B-1000, Bruxelles, Belgium
Citizenship: Belgium
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”
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Item 2(d).
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Title of Class of Securities:
Common Shares, no par value (the “Shares”)
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Item 2(e).
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CUSIP Number: 83578Q209
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
This Item 3 is not applicable.
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Item 4.
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Ownership.
(a) Amount beneficially owned:
As of December 31, 2014, each of the Reporting Persons may be deemed the beneficial owner of 0 Shares held for the account of Invus Public Equities.
(b) Percent of class:
As of December 31, 2014, each of the Reporting Persons may be deemed the beneficial owner of 0.0% of Shares outstanding.
(c) Number of Shares as to which the Reporting Person has:
Invus Public Equities, Invus Advisors, Artal International, Artal International Management, Artal Group, Westend, The Stichting and Mr. Minne:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
0
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Item 5.
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Ownership of Five Percent or Less of a Class
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
This Item 6 is not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
This Item 7 is not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
This Item 8 is not applicable.
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Item 9.
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Notice of Dissolution of Group.
This Item 9 is not applicable.
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Item 10.
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Certification.
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INVUS PUBLIC EQUITIES, L.P.
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By: INVUS PUBLIC EQUITIES ADVISORS, LLC, its general partner
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By:
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/s/ Raymond Debbane | |
Name:
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Raymond Debbane
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Title:
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President
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INVUS PUBLIC EQUITIES ADVISORS, LLC
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By:
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/s/ Raymond Debbane | |
Name:
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Raymond Debbane
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Title:
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President
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ARTAL INTERNATIONAL S.C.A.
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By: ARTAL INTERNATIONAL MANAGEMENT S.A., its managing partner
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By:
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/s/ Anne Goffard | |
Name:
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Anne Goffard
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Title:
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Managing Director
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ARTAL INTERNATIONAL MANAGEMENT S.A.
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By:
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/s/ Anne Goffard | |
Name:
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Anne Goffard
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Title:
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Managing Director
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ARTAL GROUP S.A.
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By:
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/s/ Anne Goffard | |
Name:
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Anne Goffard
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Title:
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Authorized Person
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WESTEND S.A.
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By:
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/s/ Pascal Minne | |
Name:
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Pascal Minne
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Title:
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Director
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STICHTING ADMINISTRATIEKANTOOR WESTEND
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By:
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/s/ Pascal Minne | |
Name:
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Pascal Minne
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Title:
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Sole Member of the Board
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MR. PASCAL MINNE
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/s/ Pascal Minne
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MR. PASCAL MINNE
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