Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 4:36PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G*/
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(Rule 13d-102)
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Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Prevail
Therapeutics Inc.
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(Name
of Issuer)
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Common stock, par value $0.0001 per share
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(Title of Class of Securities)
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74140Y101
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(CUSIP Number)
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December 31,
2020
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Date of Event Which Requires Filing of the Statement
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Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x 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 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).
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CUSIP
No. 74140Y101
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13G/A
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Page 2
of 14 Pages
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1.
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NAME OF REPORTING PERSON
Citadel Advisors LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
2,411,014 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES
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¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.0%1
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12.
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TYPE OF REPORTING PERSON
IA; OO; HC
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1 The percentages reported in this Schedule 13G/A are based upon 34,246,433 shares of common stock
outstanding as of November 9, 2020 (according to the issuer’s Form 10-Q as filed with the Securities and Exchange Commission
on November 13, 2020).
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CUSIP
No. 74140Y101
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13G/A
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Page 3
of 14 Pages
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1.
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NAME OF REPORTING PERSON
Citadel Advisors Holdings LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
2,411,014 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES
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¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.0%
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12.
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TYPE OF REPORTING PERSON
PN; HC
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CUSIP
No. 74140Y101
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13G/A
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Page 4
of 14 Pages
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1.
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NAME OF REPORTING PERSON
Citadel GP LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
2,411,014 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above.
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES
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¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.0%
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12.
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TYPE OF REPORTING PERSON
OO; HC
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CUSIP
No. 74140Y101
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13G/A
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Page 5
of 14 Pages
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1.
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NAME OF REPORTING PERSON
Citadel Securities LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
9,916 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above.
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES
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¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
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12.
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TYPE OF REPORTING PERSON
BD, OO
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CUSIP
No. 74140Y101
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13G/A
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Page 6
of 14 Pages
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1.
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NAME OF REPORTING PERSON
CALC IV LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
10,010 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above.
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES
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¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
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12.
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TYPE OF REPORTING PERSON
PN; HC
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CUSIP
No. 74140Y101
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13G/A
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Page 7
of 14 Pages
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1.
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NAME OF REPORTING PERSON
Citadel Securities GP LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
10,010 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above.
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES
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¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
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12.
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TYPE OF REPORTING PERSON
OO; HC
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CUSIP
No. 74140Y101
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13G/A
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Page 8
of 14 Pages
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1.
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NAME OF REPORTING PERSON
Kenneth Griffin
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
2,421,024 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
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10.
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
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¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.1%
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12.
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TYPE OF REPORTING PERSON
IN; HC
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CUSIP
No. 74140Y101
|
13G/A
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Page 9
of 14 Pages
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Item 1(a)
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Name of Issuer
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Prevail Therapeutics Inc.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices
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430 East 29th Street,
Suite 1520, New York, New York 10016
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Item 2(a)
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Name of Person Filing
This Schedule 13G is being jointly filed by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP
(“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), CALC IV LP
(“CALC4”), Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin (collectively with Citadel Advisors,
CAH, CGP, Citadel Securities, CALC4 and CSGP, the “Reporting Persons”) with respect to shares of common stock (and options to purchase common stock) of the
above-named issuer owned by Citadel Multi-Strategy Equities Master Fund Ltd., a Cayman Islands company (“CM”), Citadel
Securities, and CRBU Holdings LLC, a Delaware limited liability company (“CRBH”).
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Citadel Advisors is the portfolio manager for CM. CAH
is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities
and CRBH. CSGP is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns
a controlling interest in CGP and CSGP.
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The filing of this statement shall not be construed
as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than
the securities actually owned by such person (if any).
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Item 2(b)
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Address of Principal Business Office
The address of the principal business office of each of the Reporting Persons is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois
60603.
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Item 2(c)
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Citizenship
Each of Citadel Advisors, CGP, Citadel Securities and CSGP is organized as a limited liability company under the laws of the
State of Delaware. Each of CALC4 and CAH is organized as a limited partnership under the laws of the State of Delaware. Mr. Griffin
is a U.S. citizen.
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Item 2(d)
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Title of Class of Securities
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Common stock, par value
$0.0001 per share
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Item 2(e)
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CUSIP Number
74140Y101
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CUSIP
No. 74140Y101
|
13G/A
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Page 10
of 14 Pages
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Item 3
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether
the person filing is a:
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(a)
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¨
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Broker or dealer registered under Section 15 of the Exchange Act;
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(b)
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¨
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Bank as defined in Section 3(a)(6) of the Exchange Act;
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(c)
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Insurance company as defined in Section 3(a)(19) of the Exchange Act;
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(d)
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¨
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Investment company registered under Section 8 of the Investment Company Act;
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(e)
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¨
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act;
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(j)
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¨
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A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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¨
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution
in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
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CUSIP
No. 74140Y101
|
13G/A
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Page 11
of 14 Pages
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A.
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Citadel Advisors LLC, Citadel
Advisors Holdings LP and Citadel GP LLC
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(a)
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Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own 2,411,014 shares
of common stock.
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(b)
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The number of shares that each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially
own constitutes approximately 7.0% of the common stock outstanding.
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(c)
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Number of shares as to
which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 2,411,014
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 2,411,014
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B.
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Citadel Securities LLC
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(a)
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Citadel Securities LLC may be deemed to beneficially own 9,916 shares of common stock.
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(b)
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The number of shares that Citadel Securities LLC may be deemed to beneficially own constitutes less than 0.1% of the common
stock outstanding.
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(c)
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Number of shares as to
which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 9,916
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 9,916
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C.
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CALC IV LP and Citadel
Securities GP LLC
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(a)
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Each of CALC IV LP and Citadel Securities GP LLC may be deemed to beneficially own 10,010 shares of common stock.
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(b)
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The number of shares that each of CALC IV LP and Citadel Securities GP LLC may be deemed to beneficially own constitutes less
than 0.1% of the common stock outstanding.
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CUSIP
No. 74140Y101
|
13G/A
|
Page 12
of 14 Pages
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(c)
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Number of shares as to
which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 10,010
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 10,010
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(a)
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Mr. Griffin may be deemed to beneficially own 2,421,024 shares of common stock.
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(b)
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The number of shares that Mr. Griffin may be deemed to beneficially own constitutes approximately 7.1% of the common stock
outstanding.
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(c)
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Number of shares as to
which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 2,421,024
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 2,421,024
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CUSIP
No. 74140Y101
|
13G/A
|
Page 13
of 14 Pages
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Item 5
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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 5 percent of the class of securities, check the following ¨.
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable
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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding
Company
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See Item 2 above
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Item 8
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Identification and Classification of Members of the Group
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Not Applicable
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Item 9
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Notice of Dissolution of Group
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Not Applicable
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Item 10
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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.
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CUSIP
No. 74140Y101
|
13G/A
|
Page 14
of 14 Pages
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After reasonable inquiry
and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated this 16th day of February, 2021.
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CITADEL SECURITIES LLC
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CITADEL ADVISORS LLC
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By:
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/s/ Guy Miller
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By:
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/s/ Gregory Johnson
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Guy Miller, Authorized Signatory
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Gregory Johnson, Authorized Signatory
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CALC IV LP
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CITADEL ADVISORS HOLDINGS LP
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By:
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/s/ Guy Miller
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By:
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/s/ Gregory Johnson
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Guy Miller, Authorized Signatory
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Gregory Johnson, Authorized Signatory
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CITADEL SECURITIES GP LLC
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CITADEL GP LLC
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By:
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/s/ Guy Miller
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By:
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/s/ Gregory Johnson
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Guy Miller, Authorized Signatory
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Gregory Johnson, Authorized Signatory
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By:
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/s/ Gregory Johnson
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Gregory Johnson, attorney-in-fact*
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* Gregory
Johnson is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the
Securities and Exchange Commission, and hereby incorporated by reference herein. The power of attorney was filed as an attachment
to a filing by Citadel Advisors LLC on Schedule 13G for Jaws Acquisition Corp. on February 1, 2021.
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