PROTHENA CORP PUBLIC LTD CO
9.90%
5,304,596
1559053
G72800108
May 1, 2025
May 6, 2025, 07:08 PM
Reporting Persons (3)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| EcoR1 Capital, LLC | Investment Adviser | 9.90% | 5,304,596 | 0 | 5,304,596 |
| Oleg Nodelman | Individual | 9.90% | 5,304,596 | 0 | 5,304,596 |
| EcoR1 Capital Fund Qualified, L.P. | Partnership | 9.20% | 4,973,891 | 0 | 4,973,891 |
Disclosure Items (7)
Ordinary Shares
PROTHENA CORP PUBLIC LTD CO
77 SIR JOHN ROGERSON'S QUAY, BLOCK C, Dublin 2, L2, D02 VK60
The reporting persons are: EcoR1 Capital, LLC, a Delaware limited liability company ("EcoR1") EcoR1 Capital Fund Qualified, L.P., a Delaware limited partnership ("Qualified Fund") Oleg Nodelman Qualified Fund is filing this statement jointly with the other reporting persons, but not as a member of a group, and it expressly disclaims membership in a group. In addition, the filing of this Schedule 13D on behalf of Qualified Fund should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any securities covered by this Schedule 13D. Each reporting person also disclaims beneficial ownership of the securities reported herein except to the extent of that person's pecuniary interest therein.
357 Tehama Street #3, San Francisco, CA 94103
EcoR1 is an investment adviser to investment funds, including Qualified Fund (collectively, the "Funds"). EcoR1 is the general partner of the Funds. Mr. Nodelman is the manager and control person of EcoR1.
During the last five years, none of the reporting persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
For citizenship of the reporting persons, see Item 6 of each reporting person's cover page.
The Funds used their working capital to purchase the Issuer's Ordinary Shares. The amount of funds used in purchasing the Issuer's Ordinary Shares were as follows: EcoR1 Capital Fund Qualified, L.P.: $91,817,329.79 EcoR1 Capital Fund, L.P.: $2,414,147.63
Aggregate number of shares beneficially owned by the reporting persons: EcoR1: 5,304,596 Oleg Nodelman: 5,304,596 Qualified Fund: 4,973,891 Aggregate percentage of the class of Ordinary Shares beneficially owned by the reporting persons: EcoR1: 9.9% Oleg Nodelman: 9.9% Qualified Fund: 9.2%
Number of shares as to which the each reporting person has: (i) Sole power to vote or to direct the vote: EcoR1: 0 Qualified Fund: 0 Oleg Nodelman: 0 (ii) Shared power to vote or to direct the vote: EcoR1: 5,304,596 Oleg Nodelman: 5,304,596 Qualified Fund: 4,973,891 (iii) Sole power to dispose or to direct the disposition of: EcoR1: 0 Qualified Fund: 0 Oleg Nodelman: 0 (iv) Shared power to dispose or to direct the disposition of: EcoR1: 5,304,596 Oleg Nodelman: 5,304,596 Qualified Fund: 4,973,891
The reporting persons have engaged in the following transactions in the Issuer's Ordinary Shares in the 60 days preceding the date of this Schedule 13D: On 5/2/2025, the Funds sold 3,317,938 of the Issuer's Ordinary Shares for a dollar-weighted average price of $8.3621 per share. Qualified Fund sold 3,097,619 of these shares. On 5/5/2025, the Funds sold 977,693 of the Issuer's Ordinary Shares for a dollar-weighted average price of $8.1111 per share. Qualified Fund sold 916,492 of these shares. On 5/6/2025, the Funds sold 1,984,053 of the Issuer's Ordinary Shares for a dollar-weighted average price of $7.6433 per share. Qualified Fund sold 1,859,851 of these shares.
Not applicable.
Not applicable.
EcoR1 is the investment adviser to its clients pursuant to investment management agreements or limited partnership agreements providing to EcoR1 the authority, among other things, to invest the funds of such clients in Ordinary Shares, to vote and dispose of Ordinary Shares and to file this statement on behalf of such clients. Pursuant to such limited partnership agreements, EcoR1 is entitled to allocations based on assets under management and realized and unrealized gains. Pursuant to such investment management agreements, EcoR1 is entitled to fees based on assets under management and realized and unrealized gains.
Exhibit 99.1 Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G.