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Prothena Corporation plc
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(Name of Issuer)
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Ordinary Shares, Par value $0.01 each (Ordinary Shares)
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(Title of Class of Securities)
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G72800 10 8
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(CUSIP Number)
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December 14, 2012
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(Date of Event which Requires Filing of this Statement)
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CUSIP No.
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G72800 10 8
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13G
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Johnson & Johnson
I.R.S. I.D. # 22-1024240
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) x
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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
New Jersey
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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
2,619,421
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6
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SHARED VOTING POWER
-0-
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7
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SOLE DISPOSITIVE POWER
2,619,421
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8
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SHARED DISPOSITIVE POWER
-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,619,421
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.82%*
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12
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TYPE OF REPORTING PERSON (See Instructions)
CO
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Item 1.
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(a)
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Name of Issuer: Prothena Corporation plc
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(b)
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Address of Issuer’s Principal Executive Offices:
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650 Gateway Boulevard, South San Francisco, California 94080
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Item 2.
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(a)
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Name of Person Filing:
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Johnson & Johnson, a New Jersey corporation
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(b)
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Address of Principal Business Office or, if none, Residence:
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One Johnson & Johnson Plaza, New Brunswick, NJ 08933
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(c)
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Citizenship: New Jersey
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(d)
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Title of Class of Securities: Ordinary Shares, Par value $0.01 each (Ordinary Shares)
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(e)
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CUSIP Number: G72800 10 8
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Item 3.
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If this statement is filed pursuant to §§240.13d–1(b), or 240.13d–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 Act;
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act;
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the 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 of 1940;
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(e)
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¨
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An investment adviser in accordance with §§240.13d–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 §§240.13d–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 §240.13d–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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¨
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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 of 1940;
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(j)
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¨
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J).
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(k)
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¨
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Group, in accordance with §240.3d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution:
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If this statement is filed pursuant to Rule 13d-1(c), check this box. ¨
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Item 4.
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Ownership.
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(a)
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Amount beneficially owned: 2,619,421
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(b)
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Percent of class: 14.82%*
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* Based on 17,679,182 outstanding Ordinary Shares, which is the total number of Ordinary Shares outstanding as of December 20, 2012 (as reported on Prothena Corporation plc’s Current Report on Form 8-K filed with the United States Securities and Exchange Commission on December 21, 2012).
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(c)
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Number of shares to which the person has:
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(i)
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Sole power to vote or to direct the vote: 2,619,421
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 2,619,421
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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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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The 2,619,421 Ordinary Shares identified in Item 4 above are directly owned by Janssen Pharmaceutical, an Irish unlimited company (Reg. No. 79963), with its registered office at Little Island Industrial Estate, Little Island, Co. Cork, Ireland, a wholly owned subsidiary of Johnson & Johnson.
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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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The 2,619,421 Ordinary Shares identified in Item 4 above are directly owned by Janssen Pharmaceutical, an Irish unlimited company (Reg. No. 79963), with its registered office at Little Island Industrial Estate, Little Island, Co. Cork, Ireland, a wholly owned subsidiary of Johnson & Johnson.
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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.
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Not applicable.
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JOHNSON & JOHNSON,
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By:
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/s/ Douglas K. Chia | |
| Name: Douglas K. Chia | |||
| Title: Secretary | |||