SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
Prothena Corporation plc
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
G72800108
(CUSIP Number)
April 29, 2015
(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)
☐ 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 the disclosures provided in a prior cover page.
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
| CUSIP NO. G72800108 | Page 2 of 6 |
|
1
|
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Woodford Investment Management LLP | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) þ | |||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 | ||
|
6 |
SHARED VOTING POWER
5,852,525 shares of Common Stock | |||
|
7 |
SOLE DISPOSITIVE POWER
0 | |||
|
8 |
SHARED DISPOSITIVE POWER
5,852,525 shares of Common Stock | |||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,852,525 shares of Common Stock | |||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |||
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.7% (See Item 4) | |||
|
12 |
TYPE OF REPORTING PERSON
PN | |||
SCHEDULE 13G
| CUSIP NO. G72800108 | Page 3 of 6 |
| Item 1(a). | Name of Issuer: |
Prothena Corporation Public Limited Company (the "Issuer").
| Item 1(b). | Address of Issuer's Principal Executive Offices: |
Alexandra House
The Sweepstakes, Ballsbridge
Dublin 4, Ireland
| Items 2(a), (b) and (c). |
Name of Persons Filing, Address of Principal Business Office and Citizenship: |
This Amendment No. 1 to Schedule 13G is being filed on behalf of Woodford Investment Management LLP (the "Reporting Person").
The principal business office of the Reporting Person is 9400 Garsington Road, Oxford, OX4 2HN, UK. For citizenship, see Item 4 of the cover page.
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.01 per share (the "Common Stock").
| Item 2(e). | CUSIP Number: |
| G72800108 |
| 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: |
| (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) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
SCHEDULE 13G
| CUSIP NO. G72800108 | Page 4 of 6 |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ | 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); |
| (j) | ☒ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). |
| (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
| 5,852,525 shares of Common Stock. |
| (b) | Percent of class: |
| Based on 31,379,986 shares of Common Stock of the Issuer outstanding as of as of July 24, 2015, as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q, filed with the SEC on August 5, 2015, the Reporting Person holds approximately 18.7% of the issued and outstanding Common Stock of the Issuer. |
| (c) | Number of shares to which such person has: |
| (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or direct the vote: 5,852,525 shares of Common Stock |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose of or direct the disposition of: 5,852,525 shares of Common Stock |
| 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 |
SCHEDULE 13G
| CUSIP NO. G72800108 | Page 5 of 6 |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company. |
Not applicable
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable
| Item 9. | Notice of Dissolution of a Group. |
Not applicable
| Item 10. | Certification. |
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.
SCHEDULE 13G
| CUSIP NO. G72800108 | Page 6 of 6 |
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.
| WOODFORD INVESTMENT MANAGEMENT LLP | ||
| Dated: September 9, 2015 | By: | /s/ Simon Osborne |
| Name: | Simon Osborne | |
| Title: | Head of Compliance and Authorized Signatory | |