Amended Statement of Ownership (sc 13g/a)
13 Febrero 2023 - 4:04PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
Lyell Immunopharma,
Inc.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class
of Securities)
55083R104
(CUSIP Number)
December 31, 2022
(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) |
| |
x | 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 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 (“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).
(Continued on following pages)
Page 1 of 10
Exhibit Index on Page 9
CUSIP # 55083R104 |
Page 2 of 10 |
1 |
NAME
OF REPORTING PERSONS Foresite Capital Fund IV, L.P. (“FCF IV”) |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
3 |
SEC
USE ONLY |
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE
VOTING POWER 10,000,000 shares, except that Foresite Capital Management IV, LLC (“FCM
IV”), the general partner of FCF IV, may be deemed to have sole power to vote these
shares, and James Tananbaum (“Tananbaum”), the managing member of FCM IV, may
be deemed to have sole power to vote these shares.
|
6 |
SHARED
VOTING POWER
See response to row 5. |
7 |
SOLE
DISPOSITIVE POWER
10,000,000 shares, except that FCM IV, the general partner
of FCF IV, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM IV, may be
deemed to have sole power to dispose of these shares. |
8 |
SHARED
DISPOSITIVE POWER
See response to row 7. |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10,000,000 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.0%
|
12 |
TYPE
OF REPORTING PERSON |
PN |
CUSIP # 55083R104 |
Page 3 of 10 |
1 |
NAME
OF REPORTING PERSONS Foresite Capital Management IV, LLC (“FCM IV”) |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
3 |
SEC
USE ONLY |
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE
VOTING POWER 10,000,000 shares, all of which are directly owned by FCF IV. FCM IV, the
general partner of FCF IV, may be deemed to have sole power to vote these shares, and Tananbaum,
the managing member of FCM IV, may be deemed to have sole power to vote these shares.
|
6 |
SHARED
VOTING POWER
See response to row 5. |
7 |
SOLE
DISPOSITIVE POWER
10,000,000 shares, all of which are directly owned by FCF
IV. FCM IV, the general partner of FCF IV, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing
member of FCM IV, may be deemed to have sole power to dispose of these shares. |
8 |
SHARED
DISPOSITIVE POWER
See response to row 7. |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10,000,000 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.0%
|
12 |
TYPE
OF REPORTING PERSON |
OO |
CUSIP # 55083R104 |
Page 4 of 10 |
1 |
NAME
OF REPORTING PERSONS James Tananbaum (“Tananbaum”) |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
3 |
SEC
USE ONLY |
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE
VOTING POWER 10,000,000 shares, all of which are directly owned by FCF IV. Tananbaum
is the managing member of FCM IV, which is the general partner of FCF IV. Tananbaum may be
deemed to have sole power to vote these shares.
|
6 |
SHARED
VOTING POWER
See response to row 5. |
7 |
SOLE
DISPOSITIVE POWER
10,000,000 shares, all of which are directly owned by FCF
IV. Tananbaum is the managing member of FCM IV, which is the general partner of FCF IV. Tananbaum may be deemed to have sole
power to dispose of these shares. |
8 |
SHARED
DISPOSITIVE POWER
See response to row 7. |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10,000,000 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.0%
|
12 |
TYPE
OF REPORTING PERSON |
IN |
CUSIP # 55083R104 |
Page 5 of 10 |
Lyell
Immunopharma, Inc. (the “Issuer”)
| ITEM 1(B). | ADDRESS OF ISSUER’S
PRINCIPAL EXECUTIVE OFFICES
201 Haskins Way
South
San Francisco, CA 94080
|
| ITEM 2(A). | NAME OF PERSONS FILING
This
Schedule is filed by Foresite Capital Fund IV, L.P., a Delaware limited partnership (“FCF IV”), Foresite Capital Management
IV, LLC, a Delaware limited liability company (“FCM IV”), and James Tananbaum. The foregoing entities and individuals are
collectively referred to as the “Reporting Persons.”
|
| ITEM 2(B). | ADDRESS OF PRINCIPAL OFFICE |
The address for each of the Reporting Persons is:
c/o Foresite Capital Management
900 Larkspur Landing Circle, Suite 150
Larkspur, CA 94939
| ITEM 2(C). | CITIZENSHIP
See Row 4 of cover page
for each Reporting Person. |
| ITEM 2(D). | TITLE OF CLASS OF SECURITIES
Common Stock, par value $0.0001 |
| ITEM 2(E) | CUSIP NUMBER
55083R104 |
| ITEM 3. | If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the
person filing is a:
Not applicable. |
The following information with respect to
the ownership of the Common Stock of the Issuer by the persons filing this Statement is provided as of December 31, 2022:
CUSIP # 55083R104 |
Page 6 of 10 |
| (a) | Amount beneficially owned:
See Row 9 of cover page for each Reporting Person. |
| (b) | Percent of Class:
See Row 11 of cover page for each Reporting Person. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person. |
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting
Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting
Person.
| (iv) | Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person. |
| ITEM 5. | OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS
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 |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Under certain circumstances set forth in the limited partnership agreement of FCF IV and
the limited liability company agreement of FCM IV, the partners or members, as the case may
be, of each of such entities may be deemed to have the right to receive dividends from, or
the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each
such entity of which they are a partner or member. |
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable. |
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP.
Not applicable |
CUSIP # 55083R104 |
Page 7 of 10 |
CUSIP # 55083R104 |
Page 8 of 10 |
SIGNATURES
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.
Date: February 10, 2023
|
FORESITE
CAPITAL FUND IV, L.P. |
|
|
|
By: |
FORESITE
CAPITAL MANAGEMENT IV, LLC |
|
Its: |
General
Partner |
|
|
|
By: |
/s/
James Tananbaum |
|
Name: |
James
Tananbaum |
|
Title: |
Managing
Member |
|
|
|
FORESITE
CAPITAL MANAGEMENT IV, LLC |
|
|
|
By: |
/s/
James Tananbaum |
|
Name: |
James
Tananbaum |
|
Title: |
Managing
Member |
|
|
|
JAMES
TANANBAUM |
|
|
|
By: |
/s/
James Tananbaum |
|
Name: |
James
Tananbaum |
CUSIP # 55083R104 |
Page 9 of 10 |
EXHIBIT INDEX
|
Found on
Sequentially |
Exhibit |
Numbered Page |
|
|
Exhibit A: Agreement of Joint Filing |
10 |
CUSIP # 55083R104 |
Page 10 of 10 |
exhibit A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment
thereto) relating to the Common Stock of the Issuer shall be filed on behalf of each of the undersigned. Note that a copy of the applicable
Agreement of Joint Filing is already on file with the appropriate agencies.
Lyell Immunopharma (NASDAQ:LYEL)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
Lyell Immunopharma (NASDAQ:LYEL)
Gráfica de Acción Histórica
De May 2023 a May 2024