Amendment: SEC Form SCHEDULE 13D/A filed by Innate Pharma S.A. ADS
$IPHA
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Innate Pharma SA (Name of Issuer) |
Ordinary Shares, EUR0.05 nominal value per share (Title of Class of Securities) |
45781K105 (CUSIP Number) |
Hannah Tattersall Deputy Company Secretary, Eastbrook, Shaftesbury Road Cambridge, X0, CB2 8BF 44 0 20 3749 5847 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/22/2025 (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.
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. | 45781K105 |
| 1 |
Name of reporting person
AstraZeneca PLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
7,825,501.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Note to Rows 7, 9 and 11: Represents both Ordinary Shares and Ordinary Shares in the form of American Depositary Shares ("ADSs") held directly by MedImmune Limited, a wholly-owned subsidiary of AstraZeneca PLC. AstraZeneca PLC and MedImmune Limited may each be deemed to have sole voting and dispositive power over all of the Ordinary Shares held by MedImmune Limited, whether held in the form of Ordinary Shares or ADSs.
(2) Note to Row 13: Based upon 93,719,323 Ordinary Shares of the Issuer outstanding as of December 31, 2025, as reported in the Issuer's Form 6-K filed with the Securities and Exchange Commission (the "SEC") on January 7, 2026.
SCHEDULE 13D
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| CUSIP No. | 45781K105 |
| 1 |
Name of reporting person
MedImmune Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,825,501.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Note to Rows 7, 9 and 11: Represents both Ordinary Shares and Ordinary Shares in the form of ADSs held directly by MedImmune Limited, a wholly-owned subsidiary of AstraZeneca PLC. AstraZeneca PLC and MedImmune Limited may each be deemed to have sole voting and dispositive power over all of the Ordinary Shares held by MedImmune Limited, whether held in the form of Ordinary Shares or ADSs.
(2) Note to Row 13: Based upon 93,719,323 Ordinary Shares of the Issuer outstanding as of December 31, 2025, as reported in the Issuer's Form 6-K filed with the SEC on January 7, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, EUR0.05 nominal value per share | |
| (b) | Name of Issuer:
Innate Pharma SA | |
| (c) | Address of Issuer's Principal Executive Offices:
117 Avenue de Luminy, BP 30191, Marseille,
FRANCE
, 13009. | |
Item 1 Comment:
This Amendment No. 1 to the statement on Schedule 13D with respect to the Ordinary Shares, nominal value EUR0.05 per share, of Innate Pharma S.A., filed by the Reporting Persons on October 25, 2019 (such statement, as amended herein the "Schedule 13D"), amends the Schedule 13D as set forth herein. Except as specifically amended by this Amendment No. 1, items in the Schedule 13D remain unchanged. | ||
| Item 2. | Identity and Background | |
| (c) | The current directors and executive officers of the Reporting Persons are set forth on Schedule I attached hereto. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | AstraZeneca PLC: 7,825,501 Ordinary Shares (including 1,565,001 Ordinary Shares represented by ADSs). Represents both Ordinary Shares and Ordinary Shares in the form of ADSs held directly by MedImmune Limited, a wholly-owned subsidiary of AstraZeneca PLC. Percent of class: 8.3%.
MedImmune Limited: 7,825,501 Ordinary Shares (including 1,565,001 Ordinary Shares represented by ADSs). Percent of class: 8.3%.
AstraZeneca PLC and MedImmune Limited may each be deemed to have sole voting and dispositive power over all of the Ordinary Shares held by MedImmune Limited, whether held in the form of Ordinary Shares or ADSs. Percentage ownership calculated based upon 93,719,323 Ordinary Shares of the Issuer outstanding as of December 31, 2025, as reported in the Issuer's Form 6-K filed with the SEC on January 7, 2026. | |
| (b) | See the information contained in Item 5(a), which is incorporated herein by reference. | |
| (c) | Neither the Reporting Persons nor any of the individuals listed on Schedule I have effected any transactions in the Ordinary Shares, including Ordinary Shares represented by ADSs during the past 60 days. | |
| 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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