UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
AmpliPhi Biosciences Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
03211P103
(CUSIP Number)
Anthony M. Smithyman
14 Norfolk Avenue
Collaroy, NSW 2097
Australia
0419 291 190
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2014
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
* 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 (however, see the Notes).
| 1 | NAMES OF REPORTING PERSONS | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||
| Anthony M. Smithyman | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) |
||
| (a) ¨ | |||
| (b) x | |||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Australia | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER | ||
| 12,598,273 | ||||
| 6 | SHARED VOTING POWER | |||
| 12,772,263 | ||||
| 7 | SOLE DISPOSITIVE POWER | |||
| 12,598,273 | ||||
| 8 | SHARED DISPOSITIVE POWER | |||
| 12,772,263 | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 25,370,536 | |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||
| ¨ | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||
| 9.127% | |||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| IN | |||
| 1 | NAMES OF REPORTING PERSONS | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||
| Margaret Smithyman | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) |
||
| (a) ¨ | |||
| (b) x | |||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Australia | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER | ||
| 11,891,417 | ||||
| 6 | SHARED VOTING POWER | |||
| 11,479,119 | ||||
| 7 | SOLE DISPOSITIVE POWER | |||
| 11,891,417 | ||||
| 8 | SHARED DISPOSITIVE POWER | |||
| 11,479,119 | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 23,370,536 | |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||
| ¨ | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||
| 8.408% | |||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| IN | |||
Item 1.
| (a) |
Name of Issuer
AmpliPhi Biosciences Corporation |
| (b) |
Address of Issuer’s Principal Executive Offices
4870 Sadler Road, Suite 300, Glen Allen, Virginia 23060 |
Item 2.
| (a) | Name of Person Filing |
This statement on Schedule 13G is being filed jointly by Anthony M. Smithyman and Margaret Smithyman (the “Reporting Persons”).
| (b) | Address of the Principal Office or, if none, residence |
14 Norfolk Avenue
Collaroy, NSW 2097
Australia
| (c) | Citizenship |
Anthony M. Smithyman and Margaret Smithyman are both citizens of Australia.
| (d) | Title of Class of Securities |
Common Stock
| (e) | CUSIP Number |
03211P103
| Item 3. | 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: |
Not applicable
| Item 4. | Ownership. |
The information contained on the cover pages to this Schedule 13G is incorporated herein by reference.
(a) - (c) See Items 9 and 11 of the cover pages to this Schedule 13G for the aggregate number of shares and percentage of issued and outstanding shares of Common Stock of the issuer owned by the Reporting Persons. The percentage ownership is calculated based on 277,946,973 shares of Common Stock issued and outstanding as of April 10, 2015.
| Reporting Person | Amount of Common Stock Beneficially Owned | Percent of Class | Sole Power to Vote or Direct the Vote | Shared Power to Vote or Direct the Vote | Sole Power to Dispose or to Direct the Disposition | Shared Power to Dispose or to Direct the Disposition | ||||||||||||||||||
| Anthony M. Smithyman | 25,370,336 | (1) | 9.127 | % | 12,598,273 | (1) | 12,772,263 | (1)(2) | 12,598,273 | (1) | 12,772,263 | (1)(2) | ||||||||||||
| Margaret Smithyman | 23,370,536 | (1) | 8.408 | % | 11,891,417 | 11,479,119 | (1)(3) | 11,891,417 | 11,479,119 | (1)(3) | ||||||||||||||
| (1) |
Pursuant to Rule 13d-3, includes option to purchase 28,125 shares of common stock issued to Anthony M. Smithyman, and also includes 2,000,000 shares held by Cellabs Pty Ltd, an entity which Mr. Smithyman controls.
| |
| (2) |
Includes 11,891,417 shares held by Margaret Smithyman, as to which beneficial ownership is disclaimed, and 880,846 shares held jointly by Anthony M. Smithyman and Margaret Smithyman.
| |
| (3) | Includes 10,598,273 shares held by Anthony M. Smithyman, as to which beneficial ownership is disclaimed, and 880,846 shares held jointly by Anthony M. Smithyman and Margaret Smithyman. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable
| Item 8. | Identification and Classification of Members of the Group. |
See Exhibit 1 attached hereto.
| Item 9. | Notice of Dissolution of Group. |
Not applicable
| Item 10. | Certification. |
Not applicable
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
|
Date: April 27, 2015
|
| /s/ Anthony M. Smithyman | |
| Anthony M. Smithyman | |
| /s/ Margaret Smithyman | |
| Margaret Smithyman |
Exhibit Index
Exhibit 1 Joint Filing Agreement, dated as of April 27, 2015