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Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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1
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NAMES OF REPORTING PERSONS
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Scott B. Kapnick
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(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
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United State of America
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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
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3,377,222(1)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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3,377,222(1)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,377,222(1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.8%(1)(2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Item 1.
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(a)
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Name of Issuer:
Aileron Therapeutics, Inc. |
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(b)
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Address of Issuer’s Principal Executive Offices:
490 Arsenal Way, Suite 210, Watertown, MA 02472 |
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Item 2.
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(a)
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Name of Person Filing:
Scott B. Kapnick |
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(b)
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Address of Principal Business Office or, if none, Residence:
c/o HPS Investment Partners, LLC 40 West 57th Street, 33rd Floor
New York, NY 10019
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(c)
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Citizenship:
United States of America |
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(d)
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Title of Class of Securities:
Common stock, $0.001 par value per share |
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(e)
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CUSIP Number:
00887A105 |
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Item 3.
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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:
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(a)
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□
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
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(k)
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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Item 4.
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Ownership
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
3,377,222(1)
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(b)
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Percent of class:
8.8%(1) (2)
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
3,377,222(1)
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(ii)
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Shared power to vote or to direct the vote
0
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(iii)
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Sole power to dispose or to direct the disposition of
3,377,222(1)
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(iv)
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Shared power to dispose or to direct the disposition of
0
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(1) Included in the shares beneficially owned by the reporting person are 66,666 shares held by Jake86 LLC, for which the reporting person serves as investment manager. The reporting person disclaims beneficial ownership of the shares held by
Jake86 LLC, except to the extent of his indirect pecuniary interest therein.
(2) Based upon 38,177,377 shares of the Issuer’s Common Stock outstanding as of June 8, 2020, as reflected in the prospectus supplement
filed by the Issuer with the SEC on June 5, 2020 (indicating that there were 29,086,467 shares outstanding as of May 31, 2020 and that an additional 9,090,910 shares were being issued by the Issuer in a public offering expected to close on
June 8, 2020).
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Item 5.
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Ownership of Five Percent or Less of a Class
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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 .
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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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 or Control Person
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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Item 10.
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Certification
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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, other than activities solely in connection with a nomination under §240.14a-11.
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June 8, 2020
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Date
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Signature
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Scott B. Kapnick |
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Name
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