UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
(Amendment No. __)*
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BioAtla, Inc.
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(Name of Issuer)
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Common Stock, par value $0.0001
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(Title of Class of Securities)
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09077B104
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(CUSIP Number)
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February 16, 2021
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
◻ Rule 13d-1(b)
◻ Rule 13d-1(c)
☒ Rule 13d-1(d)
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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 the
disclosures provided in a prior cover page.
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The information required in 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 13G
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CUSIP No.
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09077B104
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1
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NAMES OF REPORTING PERSONS
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Himalaya Parent LLC
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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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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
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8,682,304
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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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8,682,304
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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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8,682,304
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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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26.99%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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Page 2 of 9
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CUSIP No.
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09077B104
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1
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NAMES OF REPORTING PERSONS
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Jay M. Short
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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 States 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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‑ 0 ‑
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6
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SHARED VOTING POWER
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8,682,304
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7
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SOLE DISPOSITIVE POWER
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‑ 0 ‑
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8
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SHARED DISPOSITIVE POWER
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8,682,304
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,682,304
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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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26.99%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Page 3 of 9
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CUSIP No.
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09077B104
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1
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NAMES OF REPORTING PERSONS
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Carolyn Anderson Short
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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 States 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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‑ 0 ‑
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6
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SHARED VOTING POWER
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8,682,304
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7
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SOLE DISPOSITIVE POWER
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‑ 0 ‑
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8
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SHARED DISPOSITIVE POWER
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8,682,304
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,682,304
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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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26.99%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Page 4 of 9
| Item 1(a). | Name of Issuer: |
BioAtla, Inc.
| Item 1(b). | Address of Issuer's Principal Executive Offices: |
11085 Torreyana Road, San Diego, California 92121
| Item 2(a). | Name of Person Filing: |
(1) Himalaya Parent LLC
(2) Jay M. Short
(3) Carolyn Anderson Short
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
(1) Himalaya Parent LLC
c/o BioAtla, Inc.
11085 Torreyana Road
San Diego, California 92121
(2) Jay M. Short
c/o BioAtla, Inc.
11085 Torreyana Road
San Diego, California 92121
(3) Carolyn Anderson Short
c/o BioAtla, Inc.
11085 Torreyana Road
San Diego, California 92121
| Item 2(c). | Citizenship: |
(1) Himalaya Parent LLC: Delaware
(2) Jay M. Short: United States of America
(3) Carolyn Anderson Short: United States of America
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.0001
| Item 2(e). | CUSIP Number: |
09077B104
Page 5 of 9
| Item 3. | If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or |
240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):
| (a) | ☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
| (b) | ☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | ☐ Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ 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); |
| (j) | ☐ A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: Not Applicable. |
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
(1) Himalaya Parent LLC: 8,682,304
(2) Jay M. Short: 8,682,304
(3) Carolyn Anderson Short: 8,682,304
Jay M. Short and Carolyn Anderson Short are the managers of Himalaya Parent LLC and collectively make investment decisions on behalf of Himalaya Parent LLC. Dr. Short is the Chairman and Chief Executive Officer of the
Issuer and Ms. Short is the Executive Vice President and Chief of Intellectual Property and Strategy of the Issuer. Dr. Short and Ms. Anderson Short disclaim beneficial ownership of the shares listed, except to the extent of his or her
pecuniary interest therein, if any.
| (b) | Percent of class: |
(1) Himalaya Parent LLC: 26.99%
(2) Jay M. Short: 26.99%
(3) Carolyn Anderson Short: 26.99%
Page 6 of 9
The above percentages are calculated in accordance with Rule 13d-3 based on 32,171,560 issued and outstanding shares of common stock of the Issuer as of December 18, 2020 immediately following the completion of the IPO,
including the exercise in full by the underwriters of their option to purchase additional shares of Common Stock, as reported in the Issuer’s final prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) of the
Securities Act of 1933, as amended, on December 17 , 2020.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
(1) Himalaya Parent LLC: 8,682,304
(2) Jay M. Short: 0
(3) Carolyn Anderson Short: 0
| (ii) | Shared power to vote or to direct the vote: |
(1) Himalaya Parent LLC: 0
(2) Jay M. Short: 8,682,304
(3) Carolyn Anderson Short: 8,682,304
| (iii) | Sole power to dispose or to direct the disposition of: |
(1) Himalaya Parent LLC: 8,682,304
(2) Jay M. Short: 0
(3) Carolyn Anderson Short: 0
| (iv) | Shared power to dispose or to direct the disposition of: |
(1) Himalaya Parent LLC: 0
(2) Jay M. Short: 8,682,304
(3) Carolyn Anderson Short: 8,682,304
| Item 5. | Ownership of Five Percent or Less of a Class. |
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
Page 7 of 9
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
| Item 8. | Identification and Classification of Members of the Group. |
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
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Item 10.
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Certification.
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Page 8 of 9
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.
| Dated: February 16, 2021 |
Himalaya Parent LLC
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By:
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/s/ Jay M. Short
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Name: Jay M. Short, Ph.D.
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Title: Manager
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| By: | /s/ Carolyn Short |
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| Name: Carolyn Short | ||
| Title: Manager |
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| Dated: February 16, 2021 |
Jay M. Short
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By:
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/s/ Jay M. Short
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Name: Jay M. Short, Ph.D.
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| Dated: February 16, 2021 |
Carolyn Anderson Short |
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By:
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/s/ Carolyn Anderson Short
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Name: Carolyn Anderson Short
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Exhibit 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be
filed with respect to the ownership by each of the undersigned of the shares of Common Stock of BioAtla, Inc. The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the information concerning the him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the
others, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate. This joint filing agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute
one and the same instrument.
Date: February 16, 2021
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HIMALAYA PARENT LLC
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By:
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/s/ Jay M. Short
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Name:
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Jay M. Short, Ph.D.
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Title:
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Manager
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By:
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/s/ Carolyn Short
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Name:
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Carolyn Short
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Title:
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Manager
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JAY M. SHORT, Ph.D.
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/s/ Jay M. Short
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CAROLYN ANDERSON SHORT
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/s/ Carolyn Anderson Short
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