| Item 1. | |
| (a) | Name of issuer:
Mereo BioPharma Group plc |
| (b) | Address of issuer's principal executive offices:
ONE CAVENDISH PLACE, FOURTH FLOOR, LONDON, United Kingdom, W1G 0QF |
| Item 2. | |
| (a) | Name of person filing:
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 13G 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 13G. Each reporting person also disclaims beneficial ownership of the securities reported herein except to the extent of that person's pecuniary interest therein. |
| (b) | Address or principal business office or, if none, residence:
357 Tehama Street #3
San Francisco, CA 94103 |
| (c) | Citizenship:
See Item 4 of the cover sheet for each reporting person. |
| (d) | Title of class of securities:
Ordinary Shares |
| (e) | CUSIP No.:
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| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |  An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
EcoR1: 66,844,275
Oleg Nodelman: 66,844,275
Qualified Fund: 62,644,610 |
| (b) | Percent of class:
EcoR1: 8.4%
Oleg Nodelman: 8.4%
Qualified Fund: 7.8% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
EcoR1: 0
Oleg Nodelman: 0
Qualified Fund: 0
|
| | (ii) Shared power to vote or to direct the vote:
EcoR1: 66,844,275
Oleg Nodelman: 66,844,275
Qualified Fund: 62,644,610
|
| | (iii) Sole power to dispose or to direct the disposition of:
EcoR1: 0
Oleg Nodelman: 0
Qualified Fund: 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
EcoR1: 66,844,275
Oleg Nodelman: 66,844,275
Qualified Fund: 62,644,610
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
EcoR1 is the general partner and investment adviser of investment funds, including Qualified Fund. Mr. Nodelman is the control person of EcoR1. |
| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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