SEC Form SC 13G/A filed by Ascendis Pharma A/S (Amendment)

SCHEDULE 13G

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

Ascendis Pharma A/S

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

*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 (the “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).

**This CUSIP applies to the American Depository Shares, each representing one Ordinary Share

CUSIP No.  04351P101

 CUSIP No.  04351P101

CUSIP No.  04351P101

CUSIP No.  04351P101

Amendment No. 6 to Schedule 13G

This Amendment No. 6 to Schedule 13G amends and restates the previously filed Schedule 13G filed by Baker Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors (GP) LLC (the “Adviser GP”), Julian C. Baker and Felix J. Baker (collectively, the “Reporting Persons”). Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect.

(a) ¨   Broker or dealer registered under Section 15 of the Exchange Act.

(b) ¨   Bank as defined in section 3(a)(6) of the Exchange Act.

(c) ¨   Insurance company as defined in section 3(a)(19) of the Exchange Act.

(d) ¨   Investment company registered under section 8 of the Investment Company Act of 1940.

(e) x   An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

(f) ¨    An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

(g) x  A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

(h) ¨   A 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 of 1940.

(j) ¨    Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Items 5 through 9 and 11 of each of the cover pages to this Amendment No. 6 are incorporated herein by reference. The Reporting Persons no longer beneficially own any securities of the Issuer.

Pursuant to the management agreements, as amended, among the Adviser, 667, L.P. (“667”) and Baker Brothers Life Sciences, L.P. (“Life Sciences”, and together with 667, the “Funds”) and their respective general partners, the Funds’ respective general partners relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities previously held by the Funds, and thus the Adviser had complete and unlimited discretion and authority with respect to the Funds’ investments and voting power over investments.

The Adviser GP is the sole general partner of the Adviser. The Adviser GP, Felix J. Baker and Julian C. Baker as managing members of the Adviser GP, and the Adviser may be deemed to have been beneficial owners of securities of the Issuer directly held by the Funds.

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 five percent of the class of securities, check the following x.  

N/A

The information in Item 4 is incorporated herein by reference.

N/A

N/A

By signing below I certify that, to the best of my 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.

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.

February 14, 2024