UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
LYELL IMMUNOPHARMA, INC.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
December 31, 2021
55083R 10 4
(CUSIP Number)
(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).
Persons who respond to the collection of information
contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
13G
| CUSIP No. 55083R 10 4 | |
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1. Names of Reporting Persons.
GlaxoSmithKline plc | |
|
2. Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |
| 3. SEC Use Only | |
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4. Citizenship or Place of Organization | |
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. Sole Voting Power |
|
6. Shared Voting Power | |
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7. Sole Dispositive Power | |
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8. Shared Dispositive Power | |
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9. Aggregate Amount Beneficially Owned by Each Reporting Person 30,253,189(1) | |
| 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ | |
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11. Percent of Class Represented by Amount in Row (9) | |
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12. Type of Reporting Person | |
| (1) | Shares of Common Stock (as defined below) are held of record by Glaxo Group Limited, an indirect wholly owned subsidiary of GlaxoSmithKline plc. |
| (2) | Based upon 240,471,497 shares of Common Stock outstanding as of November 5, 2021 as reported
in the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 12, 2021 |
13G
CUSIP No. 55083R 10 4
ITEM 1.
| (a) | Name of Issuer: |
Lyell Immunopharma, Inc. (the “Company”)
(b) Address of Issuer's Principal Executive Offices:
201 Haskins Way
South San Francisco,
California, 94080
ITEM 2.
| (a) | Name of Person Filing: |
GlaxoSmithKline plc.
| (b) | Address of Principal Business Office, or if None, Residence: |
980 Great West Road
Brentford
Middlesex
TW8 9GS
England
(c) Citizenship:
England and Wales
(d) Title of Class of Securities:
Common Stock, par value $0.01 (the “Common Stock”)
(e) CUSIP Number:
55083R 10 4
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.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 in items 1 and 5 through 11 on the cover page of this Schedule 13G is hereby incorporated by reference.
13G
CUSIP No. 55083R 10 4
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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 [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Glaxo Group Limited* 30,253,189 12.6%
*Shares are held of record by Glaxo Group Limited respectively, an indirect wholly-owned subsidiaries of the Reporting Person.
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.
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
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CUSIP No. 55083R 10 4
ITEM 10. CERTIFICATIONS.
Not Applicable
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.
Date: February 10, 2022
| By: | /s/ Victoria A. Whyte | |
| Victoria A. Whyte | ||
| Authorized Signatory | ||