SC 13G

NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Soleus Private Equity Fund III, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SC 13G 1 d542815dsc13g.htm SC 13G SC 13G

UNITED STATES

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, £0.003 par value

(Title of Class of Securities)

589492107**

(CUSIP Number)

July 24, 2023

(Date of Event Which Requires Filing of this Statement)

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

☐ 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.

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).

**	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

FOOTNOTES

(1)

The shares are owned directly by Soleus Private Equity Fund III, L.P. (“Soleus PE”). Soleus Private Equity GP III, LLC (“Soleus GP”) is the sole general partner of Soleus PE. Soleus GP holds voting and dispositive power over the shares held by Soleus PE. Soleus PE GP III, LLC is the sole manager of Soleus GP. Mr. Guy Levy is the sole managing member of Soleus PE GP III, LLC. Each of Mr. Guy Levy, Soleus PE GP III, LLC and Soleus GP disclaims beneficial ownership of these securities held by Soleus PE and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, except to the extent of their respective pecuniary interests therein.

(2)	This percentage is calculated based upon 643,204,794 ordinary shares outstanding of Mereo BioPharma Group plc (the “Issuer”) as of June 30, 2023, as set forth on the Issuer’s website.

CUSIP NO. 589492107

FOOTNOTES

(1)

The ordinary shares reported in this row are owned directly by Soleus PE. Soleus GP is the sole general partner of Soleus PE. Soleus GP holds voting and dispositive power over the shares held by Soleus PE. Soleus PE GP III, LLC is the sole manager of Soleus GP. Mr. Guy Levy is the sole managing member of Soleus PE GP III, LLC.

(2)	This percentage is calculated based upon 643,204,794 ordinary shares outstanding of the Issuer as of June 30, 2023.

CUSIP NO. 589492107

FOOTNOTES

(1)

(2)	This percentage is calculated based upon 643,204,794 ordinary shares outstanding of the Issuer as of June 30, 2023.

CUSIP NO. 589492107

FOOTNOTES

(1)

The ordinary shares reported in this row are held by Soleus Capital Master Fund, L.P. (“Master Fund”). Soleus Capital, LLC is the sole general partner of Master Fund and thus holds voting and dispositive power over the shares held by Master Fund. Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC. Mr. Guy Levy is the sole managing member of Soleus Capital Group, LLC. Each of Soleus Capital Group, LLC, Soleus Capital, LLC and Mr. Guy Levy disclaims beneficial ownership of these securities held by Master Fund and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 13(d) of the Exchange Act, or for any other purpose, except to the extent of their respective pecuniary interests therein.

(2)	This percentage is calculated based upon 643,204,794 ordinary shares outstanding of the Issuer as of June 30, 2023.

CUSIP NO. 589492107

FOOTNOTES

(1)

The ordinary shares reported in this row are held by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund and thus holds voting and dispositive power over the shares held by Master Fund. Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC. Mr. Guy Levy is the sole managing member of Soleus Capital Group, LLC.

(2)	This percentage is calculated based upon 643,204,794 ordinary shares outstanding of the Issuer as of June 30, 2023.

CUSIP NO. 589492107

FOOTNOTES

(1)	The ordinary shares reported in this row are held by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund and thus holds voting and dispositive power over the shares held by Master Fund. Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC.

(2)	This percentage is calculated based upon 643,204,794 ordinary shares outstanding of the Issuer as of June 30, 2023.

CUSIP NO. 589492107

FOOTNOTES

(1)

18,145,160 of the ordinary shares reported in this row are held directly by Soleus PE and 30,241,935 of the ordinary shares reported in this row are held directly by Master Fund. Soleus GP is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus GP, and Mr. Guy Levy is the sole managing member of Soleus PE GP III, LLC. Soleus Capital, LLC is the sole general partner of Master Fund, Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC, and Mr. Guy Levy is the sole managing member of Soleus Capital Group, LLC. Mr. Guy Levy disclaims beneficial ownership of these securities held by Soleus PE and Master Fund, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 13(d) of the Exchange Act, or for any other purpose, except to the extent of his pecuniary interest therein.

(2)	This percentage is calculated based upon 643,204,794 ordinary shares outstanding of the Issuer as of June 30, 2023.

Item 1.

(a)

Name of Issuer

Mereo BioPharma Group plc

(b)

Address of Issuer’s Principal Executive Offices

4^th Floor, One Cavendish Place

London, W1G 0Qf, United Kingdom

Item 2.

(a)

Name of Person(s) Filing

Soleus Private Equity GP III, LLC

Soleus Private Equity Fund III, L.P.

Soleus PE GP III, LLC

Soleus Capital Master Fund, L.P.

Soleus Capital, LLC

Soleus Capital Group, LLC

Guy Levy

(b)

Address of Principal Business Office or, if none, Residence

Soleus Private Equity GP III, LLC

SEC Form SC 13G filed by Mereo BioPharma Group plc