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ARVINAS, INC. — Major Shareholding Notification 2019
Feb 13, 2019
32625_mrq_2019-02-13_d754e9f5-0cca-4adb-80bd-3fcb8d2d3fa8.zip
Major Shareholding Notification
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SC 13G 1 a19-4583_1sc13g.htm SC 13G
| UNITED STATES |
|---|
| 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. )**
*Arvinas, Inc.*
(Name of Issuer)
*Common Stock, par value $0.001 per share*
(Title of Class of Securities)
*04335A105*
(CUSIP Number)
*December 31, 2018*
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
|---|---|
| o | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting persons 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).
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| CUSIP No. 04335A105 — 1 | Names of Reporting Persons. 5AM Ventures III, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group* | |
| (a) | o | |
| (b) | x (1) | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware, United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 shares |
| 6 | Shared Voting Power 4,864,192 shares (2) | |
| 7 | Sole Dispositive Power 0 shares | |
| 8 | Shared Dispositive Power 4,864,192 shares (2) | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 4,864,192 shares (2) | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |
| 11 | Percent of Class Represented by Amount in Row 9 15.0% (3) | |
| 12 | Type of Reporting Person* PN |
(1) This Schedule 13G is filed by 5AM Ventures III, L.P., a Delaware limited partnership (Ventures III), 5AM Co-Investors III, L.P., a Delaware limited partnership (Co-Investors III), 5AM Partners III, LLC, a Delaware limited liability company (Partners III), Dr. John Diekman (Diekman), Andrew Schwab (Schwab), and Dr. Scott Rocklage (Rocklage and together with Ventures III, Co-Investors III, Partners III, Diekman and Schwab, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Partners III serves as the sole general partner of Ventures III. Diekman, Schwab and Rocklage are managing members of Partners III and share voting and dispositive power over the shares held by Ventures III. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018.
(3) This percentage is calculated based upon 32,350,972 shares of Common Stock outstanding as of November 1, 2018 as indicated in the Issuers Form 10-Q filed on November 14, 2018.
2
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| CUSIP No. 04335A105 — 1 | Names of Reporting Persons. 5AM Co-Investors III, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group* | |
| (a) | o | |
| (b) | x (1) | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware, United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 shares |
| 6 | Shared Voting Power 125,360 shares (2) | |
| 7 | Sole Dispositive Power 0 shares | |
| 8 | Shared Dispositive Power 125,360 shares (2) | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 125,360 shares of Common Stock (2) | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |
| 11 | Percent of Class Represented by Amount in Row 9 0.4% (3) | |
| 12 | Type of Reporting Person* PN |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Partners III serves as the sole general partner of Co-Investors III. Diekman, Schwab and Rocklage are managing members of Partners III and share voting and dispositive power over the shares held by Co-Investors III. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018.
(3) This percentage is calculated based upon 32,350,972 shares of Common Stock outstanding as of November 1, 2018 as indicated in the Issuers Form 10-Q filed on November 14, 2018.
3
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| CUSIP No. 04335A105 — 1 | Names of Reporting Persons. 5AM Partners III, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group* | |
| (a) | o | |
| (b) | x (1) | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware, United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 shares |
| 6 | Shared Voting Power 4,989,552 shares (2) | |
| 7 | Sole Dispositive Power 0 shares | |
| 8 | Shared Dispositive Power 4,989,552 shares (2) | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 4,989,552 shares (2) | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |
| 11 | Percent of Class Represented by Amount in Row 9 15.4% (3) | |
| 12 | Type of Reporting Person* OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes 4,864,192 shares of Common Stock held by Ventures III and 125,360 shares of Common Stock held by Co-Investors III. Partners III serves as the sole general partner of Ventures III and Co-Investors III. Diekman, Schwab and Rocklage are managing members of Partners III and share voting and dispositive power over the shares held by Ventures III and Co-Investors III. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018.
(3) This percentage is calculated based upon 32,350,972 shares of Common Stock outstanding as of November 1, 2018 as indicated in the Issuers Form 10-Q filed on November 14, 2018.
4
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| CUSIP No. 04335A105 — 1 | Names of Reporting Persons. Dr. John Diekman | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group* | |
| (a) | o | |
| (b) | x (1) | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 shares |
| 6 | Shared Voting Power 4,989,552 shares (2) | |
| 7 | Sole Dispositive Power 0 shares | |
| 8 | Shared Dispositive Power 4,989,552 shares (2) | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 4,989,552 shares (2) | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |
| 11 | Percent of Class Represented by Amount in Row 9 15.4% (3) | |
| 12 | Type of Reporting Person* IN |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes 4,864,192 shares of Common Stock held by Ventures III and 125,360 shares of Common Stock held by Co-Investors III. Partners III serves as the sole general partner of Ventures III and Co-Investors III. Diekman, Schwab and Rocklage are managing members of Partners III and share voting and dispositive power over the shares held by Ventures III and Co-Investors III. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018.
(3) This percentage is calculated based upon 32,350,972 shares of Common Stock outstanding as of November 1, 2018 as indicated in the Issuers Form 10-Q filed on November 14, 2018.
5
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| CUSIP No. 04335A105 — 1 | Names of Reporting Persons. Andrew Schwab | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group* | |
| (a) | o | |
| (b) | x (1) | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 shares |
| 6 | Shared Voting Power 4,989,552 shares (2) | |
| 7 | Sole Dispositive Power 0 shares | |
| 8 | Shared Dispositive Power 4,989,552 shares (2) | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 4,989,552 shares (2) | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |
| 11 | Percent of Class Represented by Amount in Row 9 15.4% (3) | |
| 12 | Type of Reporting Person* IN |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes 4,864,192 shares of Common Stock held by Ventures III and 125,360 shares of Common Stock held by Co-Investors III. Partners III serves as the sole general partner of Ventures III and Co-Investors III. Diekman, Schwab and Rocklage are managing members of Partners III and share voting and dispositive power over the shares held by Ventures III and Co-Investors III. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018.
(3) This percentage is calculated based upon 32,350,972 shares of Common Stock outstanding as of November 1, 2018 as indicated in the Issuers Form 10-Q filed on November 14, 2018.
6
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| CUSIP No. 04335A105 — 1 | Names of Reporting Persons. Dr. Scott Rocklage | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group* | |
| (a) | o | |
| (b) | x (1) | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 shares |
| 6 | Shared Voting Power 4,989,552 shares (2) | |
| 7 | Sole Dispositive Power 0 shares | |
| 8 | Shared Dispositive Power 4,989,552 shares (2) | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 4,989,552 shares (2) | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |
| 11 | Percent of Class Represented by Amount in Row 9 15.4% (3) | |
| 12 | Type of Reporting Person* IN |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes 4,864,192 shares of Common Stock held by Ventures III and 125,360 shares of Common Stock held by Co-Investors III. Partners III serves as the sole general partner of Ventures III and Co-Investors III. Diekman, Schwab and Rocklage are managing members of Partners III and share voting and dispositive power over the shares held by Ventures III and Co-Investors III. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018.
(3) This percentage is calculated based upon 32,350,972 shares of Common Stock outstanding as of November 1, 2018 as indicated in the Issuers Form 10-Q filed on November 14, 2018.
7
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Introductory Note: This Statement on Schedule 13G (this Statement) is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.001 per share (Common Stock), of Arvinas, Inc. (the Issuer).
| Item 1 | (a) | Name of Issuer: Arvinas, Inc. | ||
|---|---|---|---|---|
| Address of Issuers Principal Executive Offices: 5 Science Park 395 Winchester Avenue New Haven, CT 06511 | ||||
| Item 2 | ||||
| (a) | Name of Person(s) Filing: 5AM Ventures III, L.P. (Ventures III) 5AM Co-Investors III, L.P. (Co-Investors III) 5AM Partners III, LLC (Partners III) Dr. John Diekman (Diekman) Andrew Schwab (Schwab) Dr. Scott Rocklage (Rocklage) | |||
| (b) | Address of Principal Business Office: c/o 5AM Ventures 501 2 nd Street, Suite 350 San Francisco, CA 94107 | |||
| (b) | Citizenship: Entities: Individuals: | 5AM Ventures III, L.P. 5AM Co-Investors III, L.P. 5AM Partners III, LLC Diekman Schwab Rocklage | - Delaware - Delaware - Delaware - United States of America - United States of America - United States of America | |
| (d) | Title of Class of Securities: Common Stock | |||
| (e) | CUSIP Number: 04335A105 | |||
| Item 3 | Not applicable. |
8
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| Item 4 |
|---|
| The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018: |
| Reporting Persons | Shares Held Directly | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Beneficial Ownership | Percentage of Class (4) |
|---|---|---|---|---|---|---|---|
| Ventures III (1) (3) | 4,864,192 | | 4,864,192 | | 4,864,192 | 4,864,192 | 15.0 % |
| Co-Investors III (2) (3) | 125,360 | | 125,360 | | 125,360 | 125,360 | 0.4 % |
| Partners III (1) (2) (3) | | | 4,989,552 | | 4,989,552 | 4,989,552 | 15.4 % |
| Diekman (1) (2) (3) | | | 4,989,552 | | 4,989,552 | 4,989,552 | 15.4 % |
| Schwab (1) (2) (3) | | | 4,989,552 | | 4,989,552 | 4,989,552 | 15.4 % |
| Rocklage (1) (2) (3) | | | 4,989,552 | | 4,989,552 | 4,989,552 | 15.4 % |
(1) Includes 4,864,192 shares of Common Stock held by Ventures III.
(2) Includes 125,360 shares of Common Stock held by Co-Investors III.
(3) Partners III serves as the sole general partner of Ventures III and Co-Investors III. Diekman, Schwab and Rocklage are managing members of Partners III and share voting and dispositive power over the shares held by Ventures III and Co-Investors III.
(4) This percentage is calculated based upon 32,350,972 shares of Common Stock outstanding as of November 1, 2018 as indicated in the Issuers Form 10-Q filed on November 14, 2018.
| 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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o | |
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person. |
| Not applicable. | |
| 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. |
9
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| Item 10 |
|---|
| Not applicable. |
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.
Dated: February 13, 2019
| 5AM Ventures III, L.P. — By: | 5AM Partners III, LLC | 5AM Co-Investors III, L.P. — By: | 5AM Partners III, LLC |
|---|---|---|---|
| its General Partner | its General Partner | ||
| By: | /s/ Andrew Schwab | By: | /s/ Andrew Schwab |
| Name: Andrew Schwab | Name: Andrew Schwab | ||
| Title: Managing Member | Title: Managing Member | ||
| 5AM Partners III, LLC | |||
| By: | /s/ Andrew Schwab | ||
| Name: Andrew Schwab | |||
| Title: Managing Member | |||
| /s/ Dr. John Diekman | /s/ Andrew Schwab | ||
| Dr. John Diekman | Andrew Schwab | ||
| /s/ Dr. Scott Rocklage | |||
| Dr. Scott Rocklage |
10
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*Exhibit(s)* :
A - Joint Filing Statement
11
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EXHIBIT A
JOINT FILING STATEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Arvinas, Inc. is filed on behalf of each of us.
Dated: February 13, 2019
| 5AM Ventures III, L.P. — By: | 5AM Partners III, LLC | 5AM Co-Investors III, L.P. — By: | 5AM Partners III, LLC |
|---|---|---|---|
| its General Partner | its General Partner | ||
| By: | /s/ Andrew Schwab | By: | /s/ Andrew Schwab |
| Name: Andrew Schwab | Name: Andrew Schwab | ||
| Title: Managing Member | Title: Managing Member | ||
| 5AM Partners III, LLC | |||
| By: | /s/ Andrew Schwab | ||
| Name: Andrew Schwab | |||
| Title: Managing Member | |||
| /s/ Dr. John Diekman | /s/ Andrew Schwab | ||
| Dr. John Diekman | Andrew Schwab | ||
| /s/ Dr. Scott Rocklage | |||
| Dr. Scott Rocklage |
12
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