ARVINAS, INC. — Major Shareholding Notification 2020

Feb 13, 2020

SC 13G/A 1 tm207791d1_sc13ga.htm SC 13G/A

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G Under the Securities Exchange Act of 1934

(Amendment No. 1)

Arvinas, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

04335A105

(CUSIP Number)

December 31, 2019

(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).

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1	NAMES OF REPORTING PERSONS Nextech V Oncology, S.C.S., SICAV-SIF
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) ¨ (b) x (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 1,694,351
6	SHARED VOTING POWER 0
7	SOLE DISPOSITIVE POWER 1,694,351
8	SHARED DISPOSITIVE POWER 0

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON | 1,694,351 |
| --- | --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 4.3% (2) |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | PN |

(1) This Schedule 13G is filed by Nextech V Oncology, S.C.S., SICAV-SIF (“Nextech V LP”), Nextech V GP S.à r.l. (“Nextech V GP”), Dalia Bleyer (“Bleyer ”), James Pledger (“Pledger”) and Thomas Lips (“Lips” and together with Nextech V LP, Nextech V GP, Bleyer and Pledger, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) This percentage is based on 38,975,725 shares outstanding as of November 12, 2019, as reported in the Issuer’s final prospectus dated November 7, 2019 as filed with the Securities and Exchange Commission on November 12, 2019 (including the exercise in full of the underwriter’s option to purchase additional shares in such offering, as reported in the Issuer’s Current Report on Form 8-K, filed on November 12, 2019.

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1	NAMES OF REPORTING PERSONS Nextech V GP S.à r.l.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) ¨ (b) x (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 1,694,351
6	SHARED VOTING POWER 0
7	SOLE DISPOSITIVE POWER 1,694,351
8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	1,694,351
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	4.3%
(2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)	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) This percentage is based on 38,975,725 shares outstanding as of November 12, 2019, as reported in the Issuer’s final prospectus dated November 7, 2019 as filed with the Securities and Exchange Commission on November 12, 2019 (including the exercise in full of the underwriter’s option to purchase additional shares in such offering, as reported in the Issuer’s Current Report on Form 8-K, filed on November 12, 2019.

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| 1 | NAMES
OF REPORTING PERSONS Dalia Bleyer | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) ¨ (b) x (1) |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Lithuania | |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6	SHARED VOTING POWER 1,694,351
7	SOLE DISPOSITIVE POWER 0
8	SHARED DISPOSITIVE POWER 1,694,351

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON | 1,694,351 |
| --- | --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 4.3%
(2) |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | 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) This percentage is based on 38,975,725 shares outstanding as of November 12, 2019, as reported in the Issuer’s final prospectus dated November 7, 2019 as filed with the Securities and Exchange Commission on November 12, 2019 (including the exercise in full of the underwriter’s option to purchase additional shares in such offering, as reported in the Issuer’s Current Report on Form 8-K, filed on November 12, 2019.

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1	NAMES OF REPORTING PERSONS James Pledger
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)	(a) ¨ (b) x (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6	SHARED VOTING POWER 1,694,351
7	SOLE DISPOSITIVE POWER 0
8	SHARED DISPOSITIVE POWER 1,694,351

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	1,694,351
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	4.3% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)	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) This percentage is based on 38,975,725 shares outstanding as of November 12, 2019, as reported in the Issuer’s final prospectus dated November 7, 2019 as filed with the Securities and Exchange Commission on November 12, 2019 (including the exercise in full of the underwriter’s option to purchase additional shares in such offering, as reported in the Issuer’s Current Report on Form 8-K, filed on November 12, 2019.

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1	NAMES OF REPORTING PERSONS Thomas Lips
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) ¨ (b) x (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6	SHARED VOTING POWER 1,694,351
7	SOLE DISPOSITIVE POWER 0
8	SHARED DISPOSITIVE POWER 1,694,351

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	1,694,351
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	4.3% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)	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) This percentage is based on 38,975,725 shares outstanding as of November 12, 2019, as reported in the Issuer’s final prospectus dated November 7, 2019 as filed with the Securities and Exchange Commission on November 12, 2019 (including the exercise in full of the underwriter’s option to purchase additional shares in such offering, as reported in the Issuer’s Current Report on Form 8-K, filed on November 12, 2019.

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Field: Split-Segment; Name: 001

Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock (“Common Stock”) of Arvinas, Inc. (the “Issuer”).

Item 1(a)	Name of Issuer:
	Arvinas, Inc.
Item 1(b)	Address of Issuer’s principal
executive offices:
	5
Science Park 395
Winchester Avenue New
Haven, Connecticut 06511
Items 2(a)	Name of Reporting Persons filing:

Nextech V Oncology, S.C.S., SICAV-SIF (“Nextech V LP”)

Nextech V GP S.à r.l. (“Nextech V GP”)

Dalia Bleyer (“Bleyer ”)

James Pledger (“Pledger”)

Thomas Lips (“Lips”)

Item 2(b) Address or principal business office or, if none, residence:

The address of the principal business office: 8 rue Lou Hemmer L-1748 Senningerberg Grand-Duché de Luxembourg

Item 2(c) Citizenship:

| Name | Citizenship
or Place of Organization |
| --- | --- |
| Nextech V LP | Luxembourg |
| Nextech V GP | Luxembourg |
| Bleyer | Lithuania |
| Pledger | United
Kingdom |
| Lips | Switzerland |

Item 2(d) Title of class of securities: Common Stock, $0.001 par value per share

Item 2(e) CUSIP No.: 04335A105

Item 3
Not applicable.

| Item 4 |
| --- |
| The following
information with respect to the ownership of Common Stock of the Issuer by the Reporting
Persons filing this statement on Schedule 13G is provided as of December 31, 2019. |

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| Reporting
Persons | Shares
of Common Stock Held Directly | Sole Voting Power | Shared Voting Power (1) | Sole Dispositive Power | Shared Dispositive Power (1) | Beneficial Ownership | Percentage of Class (1)(3) |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Nextech
V LP | 1,694,351 | 1,694,351 | 0 | 1,694,351 | 0 | 1,694,351 | 4.3% |
| Nextech
V GP (2) | 0 | 1,694,351 | 0 | 1,694,351 | 0 | 1,694,351 | 4.3% |
| Bleyer
(2) | 0 | 0 | 1,694,351 | 0 | 1,694,351 | 1,694,351 | 4.3% |
| Pledger
(2) | 0 | 0 | 1,694,351 | 0 | 1,694,351 | 1,694,351 | 4.3% |
| Lips
(2) | 0 | 0 | 1,694,351 | 0 | 1,694,351 | 1,694,351 | 4.3% |

| (1) | Consists of 1,694,351 shares of Common Stock of the Issuer held
directly by Nextech V LP. |
| --- | --- |
| (2) | The shares are held by Nextech V LP. Nextech V GP serves as
the sole general partner of Nextech V LP and has sole voting and investment control over the shares owned by Nextech V LP
and may be deemed to own beneficially the shares held by Nextech V LP. Nextech V GP owns no securities of the Issuer directly.
Bleyer , Pledger and Lips are members of the board of managers of Nextech V GP and share voting and dispositive power over
the shares held by Nextech V LP, and may be deemed to own beneficially the shares held by Nextech V LP. The managing members
own no securities of the Issuer directly. |
| (3) | The 1,694,351 shares of Common Stock beneficially owned by the
Reporting Person represent 4.3% of the Issuer’s outstanding Common Stock. This percentage is based on 38,975,725 shares
outstanding as of November 12, 2019, as reported in the Issuer’s final prospectus dated November 7, 2019 as filed with
the Securities and Exchange Commission on November 12, 2019 (including the exercise in full of the underwriter’s option
to purchase additional shares in such offering, as reported in the Issuer’s Current Report on Form 8-K, filed on November
12, 2019. |

| Item 5 |
| --- |
| 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 |
| --- |
| 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: ¨ |

Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person Not applicable.

Item 8
Not
applicable.

Item 9
Not
applicable.

Item 10
Not
applicable.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the attached statement on Schedule 13G is true, complete and correct.

Dated: February 13, 2020

Nextech V Oncology, S.C.S., SICAV-SIF

By:	Nextech V GP S.à r.l.
Its:	General Partner

By:	/s/ Dalia Bleyer
	Dalia Bleyer , Managing Member
By:	/s/ James Pledger
	James Pledger, Managing Member

Nextech V GP S.à r.l.
By:	/s/ Dalia Bleyer
	Dalia Bleyer , Managing Member
By:	/s/ James Pledger
	James Pledger, Managing Member

/s/ Dalia Bleyer
Dalia Bleyer
/s/ James Pledger
James Pledger
/s/ Thomas Lips
Thomas Lips

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Exhibit(s) :

Exhibit 99.1: Joint Filing Statement

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