SC 13G 1 tm2134468d1_sc13g.htm SC 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

	Mereo BioPharma Group plc
	(Name of Issuer)

	Ordinary Shares, par value £0.003 per share
	(Title of Class of Securities)

	589492107**
	(CUSIP Number)

	September 30, 2021
	(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

x	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.

**There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 589492107 has been assigned to the American Depositary Receipts (“ADRs”) of the Issuer, which are quoted on the Nasdaq Global Market under the symbol “MREO.” Each ADR represents 5 Ordinary Shares.

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)

(Page 1 of 8 Pages)

CUSIP No. 589492107

13G

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1	NAMES OF REPORTING PERSONS Rubric Capital Management LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 56,500,000 Ordinary Shares (represented by 11,300,000 ADRs)
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 56,500,000 Ordinary Shares (represented by 11,300,000 ADRs)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 56,500,000 Ordinary Shares (represented by 11,300,000 ADRs)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.38%
12	TYPE OF REPORTING PERSON PN, IA

CUSIP No. 589492107

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1	NAMES OF REPORTING PERSONS David Rosen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 56,500,000 Ordinary Shares (represented by 11,300,000 ADRs)
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 56,500,000 Ordinary Shares (represented by 11,300,000 ADRs)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 56,500,000 Ordinary Shares (represented by 11,300,000 ADRs)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.38%
12	TYPE OF REPORTING PERSON IN

CUSIP No. 589492107

13G

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Item 1(a).	NAME OF ISSUER:

	The name of the issuer is Mereo BioPharma Group plc (the "Issuer").

Item 1(b).	ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

	The Issuer's principal executive offices are located at 4th Floor, One Cavendish Place, London, W1G 0QF, United Kingdom.

Item 2(a).	NAME OF PERSON FILING:

	This statement is filed by:

	(i)	Rubric Capital Management LP ("Rubric Capital"), the investment adviser to certain investment funds and/or accounts (collectively, the "Rubric Funds") that hold the Ordinary Shares (as defined in Item 2(d) below) reported herein; and

	(ii)	David Rosen ("Mr. Rosen"), Managing Member of Rubric Capital Management GP LLC, the general partner of Rubric Capital.

	The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."

	The filing of this statement should not be construed as an admission that any of the forgoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares reported herein.

Item 2(b).	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

	The address of the principal business office of each of the Reporting Persons is 155 East 44th St, Suite 1630, New York, NY 10017.

Item 2(c).	CITIZENSHIP:

	Rubric Capital is a Delaware limited partnership. Mr. Rosen is a citizen of the United States of America.

Item 2(d).	TITLE OF CLASS OF SECURITIES:

	Ordinary Shares, par value £0.003 per share (the "Ordinary Shares").

Item 2(e).	CUSIP NUMBER:

	There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 589492107 has been assigned to the American Depositary Receipts (“ADRs”) of the Issuer, which are quoted on the Nasdaq Global Market under the symbol “MREO.” Each ADR represents 5 Ordinary Shares.

CUSIP No. 589492107

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Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)	¨	Broker or dealer registered under Section 15 of the Act,
(b)	¨	Bank as defined in Section 3(a)(6) of the Act,
(c)	¨	Insurance Company as defined in Section 3(a)(19) of the Act,
(d)	¨	Investment Company registered under Section 8 of the Investment Company Act of 1940,
(e)	ý	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	¨	Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
(g)	ý	Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
(h)	¨	Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.	OWNERSHIP.

	The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

	The percentage set forth in Row (11) of the cover page for each of the Reporting Persons is based on the 544,510,263 Ordinary Shares outstanding as of June 30, 2021, as disclosed in Amendment No. 2 to the Issuer's Registration Statement on Form F-3 filed with the Securities and Exchange Commission on September 27, 2021.

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.

	See Item 2. Rubric Capital Master Fund LP, a Rubric Fund, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the Ordinary Shares.

Item 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

	Not applicable.

CUSIP No. 589492107

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Item 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

	Not applicable.

Item 9.	NOTICE OF DISSOLUTION OF GROUP.

	Not applicable.

Item 10.

CERTIFICATION.

	Each of the Reporting Persons hereby makes the following certification:

	By signing below the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: December 2, 2021

RUBRIC CAPITAL MANAGEMENT LP

By:	/s/ Michael Nachmani
Name:	Michael Nachmani
Title:	Chief Operating Officer

/s/ David Rosen
DAVID ROSEN

CUSIP No. 589492107

13G

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EXHIBIT 1

JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: December 2, 2021

RUBRIC CAPITAL MANAGEMENT LP

By:	/s/ Michael Nachmani
Name:	Michael Nachmani
Title:	Chief Operating Officer

/s/ David Rosen
DAVID ROSEN

SEC Form SC 13G filed by Mereo BioPharma Group plc