UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
NovoCure Limited
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
G6674U108
(CUSIP Number)
December 31, 2017
(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).
| CUSIP No. G6674U108 | 13G | Page 2 of 16 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pomona Capital VII, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
4,694,670 shares | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
4,694,670 shares | |||||
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,694,670 shares | |||||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3% | |||||
|
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| CUSIP No. G6674U108 | 13G | Page 3 of 16 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pomona Capital VII Fund Investors, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
4,694,670 shares | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
4,694,670 shares | |||||
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,694,670 shares | |||||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3% | |||||
|
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| CUSIP No. G6674U108 | 13G | Page 4 of 16 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pomona Associates VII, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
4,694,670 shares | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
4,694,670 shares | |||||
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,694,670 shares | |||||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3% | |||||
|
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| CUSIP No. G6674U108 | 13G | Page 5 of 16 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pomona Secondary Associates VII LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
4,694,670 shares | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
4,694,670 shares | |||||
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,694,670 shares | |||||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3% | |||||
|
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| CUSIP No. G6674U108 | 13G | Page 6 of 16 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pomona G.P. Holdings LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
4,694,670 shares | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
4,694,670 shares | |||||
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,694,670 shares | |||||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3% | |||||
|
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| CUSIP No. G6674U108 | 13G | Page 7 of 16 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen M. Futrell | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
4,694,670 shares | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
4,694,670 shares | |||||
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,694,670 shares | |||||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3% | |||||
|
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| CUSIP No. G6674U108 | 13G | Page 8 of 16 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael D. Granoff | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
4,694,670 shares | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
4,694,670 shares | |||||
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,694,670 shares | |||||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3% | |||||
|
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| CUSIP No. G6674U108 | 13G | Page 9 of 16 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Frances N. Janis | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
4,694,670 shares | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
4,694,670 shares | |||||
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,694,670 shares | |||||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3% | |||||
|
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| CUSIP No. G6674U108 | 13G | Page 10 of 16 |
Item 1(a). Name of Issuer:
NovoCure Limited (the “Issuer”).
Item 1(b). Address of Issuer’s Principal Executive Offices:
Le Masurier House, La Rue Le Masurier, St. Helier, Jersey JE2 4YE.
Item 2(a). Names of Persons Filing:
This statement is being filed by:
(a) Pomona Capital VII, L.P. (“PC VII”) and Pomona Capital VII Fund Investors, L.P. (“PC VII FI”);
(b) Pomona Associates VII, L.P. (“PCVII GP”), which is the sole general partner of PC VII and the Class A general partner of PC VII FI; Pomona Secondary Associates VII LLC (“PCVII LLC”), which is the sole general partner of PCVII GP and the Class B general partner of PC VII FI; and Pomona G.P. Holdings LLC (“Holdings LLC” and, together with PCVII GP and PCVII LLC, the “Control Entities”), which is the sole member of PCVII LLC; and
(c) Stephen M. Futrell (“Futrell”), Michael D. Granoff (“Granoff”) and Frances N. Janis (“Janis”) (together, the “Principals”). The Principals are the managing principals of Holdings LLC.
The persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of PC VII, PC VII FI, each Control Entity and the Principals is c/o Pomona Management, LLC, 780 Third Avenue, 46th Floor, New York, NY 10017.
Item 2(c). Citizenship:
PC VII and PCVII GP are limited partnerships organized under the laws of the State of Delaware. PC VII FI is an exempted limited partnership organized under the laws of the Cayman Islands. PCVII LLC and Holdings LLC are limited liability companies organized under the laws of the State of Delaware. Each of the Principals is a United States citizen.
Item 2(d). Title of Class of Securities:
Ordinary Shares, no par value (“Ordinary Shares”).
Item 2(e). CUSIP Number:
G6674U108.
| CUSIP No. G6674U108 | 13G | Page 11 of 16 |
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.
| (a) | Amount Beneficially Owned: PC VII holds a total of 1,646,543 shares of the Issuer’s Ordinary Shares (the “PC VII Shares”) and PC VII FI holds a total of 3,048,127 shares of the Issuer’s Ordinary Shares (the “PC VII FI Shares”). |
PC VII is the record owner of the PC VII Shares. As the sole general partner of PC VII, PCVII GP may be deemed to own beneficially the PC VII Shares. As the sole general partner of PCVII GP, PCVII LLC may be deemed to own beneficially the PC VII Shares. As the sole member of PCVII LLC, Holdings LLC may be deemed to own beneficially the PC VII Shares. As managing principals of Holdings LLC, each of the Principals may be deemed to own beneficially the PC VII Shares.
PC VII FI is the record owner of the PC VII FI Shares. As the Class A general partner of PC VII FI, PCVII GP may be deemed to own beneficially the PC VII FI Shares. As the Class B general partner of PC VII FI, PCVII LLC may be deemed to own beneficially the PC VII FI Shares. As the sole member of PCVII LLC, Holdings LLC may be deemed to own beneficially the PC VII FI Shares. As managing principals of Holdings LLC, each of the Principals may be deemed to own beneficially the PC VII FI Shares.
By virtue of their relationship as affiliated entities, whose controlling entities have overlapping individual controlling persons, each of PC VII, PC VII FI, PCVII GP, PCVII LLC and Holdings LLC may be deemed to share the power to direct the disposition and vote of the PC VII Shares and the PC VII FI Shares.
| (b) | Percent of Class: See Line 11 of cover sheets. The percentages set forth on the cover sheet for each Reporting Person are calculated based on 89,363,835 shares of Ordinary Shares reported by the Issuer to be outstanding as of October 19, 2017 on the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission on October 26, 2017. |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: See Line 5 of cover sheets. |
| (ii) | shared power to vote or to direct the vote: See Line 6 of cover sheets. |
| (iii) | sole power to dispose or to direct the disposition of: See Line 7 of cover sheets. |
| (iv) | shared power to dispose or to direct the disposition of: See Line 8 of cover sheets. |
Each Reporting Person disclaims beneficial ownership of such Securities except for the shares, if any, such Reporting Person holds of record.
| CUSIP No. G6674U108 | 13G | Page 12 of 16 |
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 or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable. The Reporting Persons expressly disclaim membership in a “group” as used in Rule 13d-5(b).
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below, each Reporting Person certifies that, to the best of his, her or its 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.
Material to be Filed as Exhibits.
Exhibit 1 – Agreement regarding filing of joint Schedule 13G.
| CUSIP No. G6674U108 | 13G | Page 13 of 16 |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 2, 2018
POMONA CAPITAL VII, L.P.
| By: | POMONA ASSOCIATES VII, L.P. |
General Partner
| By: | POMONA SECONDARY ASSOCIATES VII LLC |
General Partner
| By: | POMONA G.P. HOLDINGS LLC |
Sole Member
| By: | /s/ Frances N. Janis |
Managing Principal
POMONA CAPITAL VII FUND INVESTORS, L.P.
| By: | POMONA ASSOCIATES VII, L.P. |
Class A General Partner
| By: | POMONA SECONDARY ASSOCIATES VII LLC |
General Partner
| By: | POMONA G.P. HOLDINGS LLC |
Sole Member
| By: | /s/ Frances N. Janis |
Managing Principal
| By: | POMONA SECONDARY ASSOCIATES VII LLC |
Class B General Partner
| By: | POMONA G.P. HOLDINGS LLC |
Sole Member
| By: | /s/ Frances N. Janis |
Managing Principal
| CUSIP No. G6674U108 | 13G | Page 14 of 16 |
POMONA ASSOCIATES VII, L.P.
| By: | POMONA SECONDARY ASSOCIATES VII LLC |
General Partner
| By: | POMONA G.P. HOLDINGS LLC |
Sole Member
| By: | /s/ Frances N. Janis |
Managing Principal
POMONA SECONDARY ASSOCIATES VII LLC
| By: | POMONA G.P. HOLDINGS LLC |
Sole Member
| By: | /s/ Frances N. Janis |
Managing Principal
POMONA G.P. HOLDINGS LLC
| By: | /s/ Frances N. Janis |
Managing Principal
/s/ Michael D. Granoff
Michael D. Granoff
/s/ Frances N. Janis
Frances N. Janis
/s/ Stephen M. Futrell
Stephen M. Futrell
| CUSIP No. G6674U108 | 13G | Page 15 of 16 |
EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, 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 shares of stock of NovoCure Limited.
EXECUTED this 2nd day of February, 2018.
POMONA CAPITAL VII, L.P.
| By: | POMONA ASSOCIATES VII, L.P. |
General Partner
| By: | POMONA SECONDARY ASSOCIATES VII LLC |
General Partner
| By: | POMONA G.P. HOLDINGS LLC |
Sole Member
| By: | /s/ Frances N. Janis |
Managing Principal
POMONA CAPITAL VII FUND INVESTORS, L.P.
| By: | POMONA ASSOCIATES VII, L.P. |
Class A General Partner
| By: | POMONA SECONDARY ASSOCIATES VII LLC |
General Partner
| By: | POMONA G.P. HOLDINGS LLC |
Sole Member
| By: | /s/ Frances N. Janis |
Managing Principal
| By: | POMONA SECONDARY ASSOCIATES VII LLC |
Class B General Partner
| By: | POMONA G.P. HOLDINGS LLC |
Sole Member
| By: | /s/ Frances N. Janis |
Managing Principal
| CUSIP No. G6674U108 | 13G | Page 16 of 16 |
POMONA ASSOCIATES VII, L.P.
| By: | POMONA SECONDARY ASSOCIATES VII LLC |
General Partner
| By: | POMONA G.P. HOLDINGS LLC |
Sole Member
| By: | /s/ Frances N. Janis |
Managing Principal
POMONA SECONDARY ASSOCIATES VII LLC
| By: | POMONA G.P. HOLDINGS LLC |
Sole Member
| By: | /s/ Frances N. Janis |
Managing Principal
POMONA G.P. HOLDINGS LLC
| By: | /s/ Frances N. Janis |
Managing Principal
/s/ Michael D. Granoff
Michael D. Granoff
/s/ Frances N. Janis
Frances N. Janis
/s/ Stephen M. Futrell
Stephen M. Futrell