UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 1)
EVELO BIOSCIENCES, INC.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
299734103
(CUSIP Number)
DNCA FINANCE S.C.S
19, Place Vendôme 75001 Paris, FRANCE
To : Mr. Rodrigo LOZANO
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 11th ,2022
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.
*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).
SCHEDULE 13D
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CUSIP No. |
299734103 |
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1 |
NAMES OF REPORTING PERSONS |
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DNCA FINANCE S.C.S |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
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(a) [ ] |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS (See Instructions) |
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WC |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
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[ ] |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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PARIS, FRANCE |
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NUMBER OF |
7 |
SOLE VOTING POWER |
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3 920 043 |
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8 |
SHARED VOTING POWER |
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0 |
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SOLE DISPOSITIVE POWER |
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3 920 043 |
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10 |
SHARED DISPOSITIVE POWER |
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0 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3 920 043 |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
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[ ] |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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3.63% |
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14 |
TYPE OF REPORTING PERSON (See Instructions) |
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IV |
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2
Item 1. Security and Issuer
This statement on Schedule 13D (this "Schedule 13D") relates to the common shares ("The Securities"), of EVELO BIOSCIENCES, INC. (the "Issuer") which is located at 620 Memorial Drive, 5th Floor Cambridge, MA, 02139 USA.
Item 2. Identity and Background
This Schedule 13D which is being filed pursuant to Regulation 13D-2 of the General Rules and Regulations under Securities Exchange Act of 1934 as amended (The "Act") by DNCA Finance S.C.S. a French asset management company ("DNCA") acting in the name of its managed fund DNCA Invest, an umbrella structured fund incorporated under the laws of the Grand Duchy of Luxembourg registered with the Trade and Company Register of Luxembourg under B 125012 and located at 60 avenue J.F. Kennedy L-1855 Luxembourg , Grand Duchy of Luxembourg ("DNCA Invest"). DNCA is controlled as defined in article L. 233-9 II of the French Commercial Code and articles 223-12 and 223-12-1 of the General regulations of the Autorité des Marchés Financiers (French Financial Authority) by the public limited company Natixis Investment Managers ("the Parent Company"). DNCA declares that it acts independently of its Parent Company and is duly empowered to act in the name of the investments funds it manages. (The "Reporting Persons").
The principal business of the Reporting Persons is the management of portfolios on behalf of any natural or legal person and the receipt and transmission of orders on behalf of any third party.
Item 3. Source and Amount of Funds or Other Considerations
The percentage of Securities held by DNCA fell under the regulatory threshold of 5%, following the August 11th, 2022 publication of the Issuer's second quarter 2022 financial results and business highlights (the "News Release") in which the Issuer's outstanding shares were updated.
The Issuer's outstanding shares went from 53,576,454 common shares as of December 31st, 2021, to 107,953,319 common shares as of June 30th, 2022.
Consequently, the 5% regulatory threshold was passively crossed to the downside.
Item 4. Purpose of Transaction
No sell or purchase transaction was made on the Securities.
Item 5. Interest in Securities of the Issuer
As of the present schedule date, the Reporting Persons holds 3 920 043 common shares which represent 3.63% of the issued and outstanding shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
N/A
3
Item 7. Material to Be Filed as Exhibits
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.
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August 23, 2022 |
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Dated |
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/s/ Eric FRANC |
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Signature |
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Eric FRANC, CEO |
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Name/Title |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).