NextCure, Inc. — Major Shareholding Notification 2020

Feb 13, 2020

SC 13G 1 sc13g0220lilly_nextcureinc.htm SCHEDULE 13G

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Nextcure, Inc.

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(Name of Issuer)

Common Stock, $0.001 par value per share

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(Title of Class of Securities)

65343E108

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(CUSIP Number)

December 31, 2019

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(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)

☒ 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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CUSIP No. 65343E108 13G Page 2 of 11 Pages

| 1 | NAMES
OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lilly
Asia Ventures Fund III, L.P. (“FUNDIII”) |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman
Islands |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | SOLE
VOTING POWER 568,129
shares, except that Yi Shi, the managing partner of FUNDIII, may be deemed to have shared power to vote these shares. |
| --- | --- |
| 6 | SHARED
VOTING POWER See
response to row 5. |
| 7 | SOLE
DISPOSITIVE POWER 568,129
shares, except that Yi Shi, the managing partner of FUNDIII, may be deemed to have shared power to dispose of these shares. |
| 8 | SHARED
DISPOSITIVE POWER See
response to row 7. |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 568,129 |
| --- | --- |
| 10 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.1(1) |
| 12 | TYPE
OF REPORTING PERSON PN |

(1) This percentage is calculated based upon 26,817,000 shares of the Issuer’s Common Stock outstanding as of December 31, 2019

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CUSIP No. 65343E108 13G Page 3 of 11 Pages

| 1 | NAMES
OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LAV
Biosciences Fund III, L.P. (“BIOIII”) |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b)
☒ |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman
Islands |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | SOLE
VOTING POWER 1,136,262
shares, except that Yi Shi, the managing partner of BIOIII, may be deemed to have shared power to vote these shares. |
| --- | --- |
| 6 | SHARED
VOTING POWER See
response to row 5. |
| 7 | SOLE
DISPOSITIVE POWER 1,136,262
shares, except that Yi Shi, the managing partner of BIOIII, may be deemed to have shared power to dispose of these shares. |
| 8 | SHARED
DISPOSITIVE POWER See
response to row 7. |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,136,262 |
| --- | --- |
| 10 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.2(1) |
| 12 | TYPE
OF REPORTING PERSON PN |

(1) This percentage is calculated based upon 26,817,000 shares of the Issuer’s Common Stock outstanding as of December 31, 2019

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CUSIP No. 65343E108 13G Page 4 of 11 Pages

| 1 | NAMES
OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LAV
Biosciences Fund V sub A, L.P. (“FUNDVSUBA”) |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b)
☒ |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | SOLE
VOTING POWER 274,620
shares, except that Yi Shi, the managing partner of FUNDVSUBA, may be deemed to have shared power to vote these shares. |
| --- | --- |
| 6 | SHARED
VOTING POWER See
response to row 5. |
| 7 | SOLE
DISPOSITIVE POWER 274,620
shares, except that Yi Shi, the managing partner of FUNDVSUBA, may be deemed to have shared power to dispose of these shares. |
| 8 | SHARED
DISPOSITIVE POWER See
response to row 7. |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 274,620 |
| --- | --- |
| 10 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.0(1) |
| 12 | TYPE
OF REPORTING PERSON PN |

(1) This percentage is calculated based upon 26,817,000 shares of the Issuer’s Common Stock outstanding as of December 31, 2019

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CUSIP No. 65343E108 13G Page 5 of 11 Pages

| 1 | NAMES
OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LAV
Opportunity Limited (“LAVO”) |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b)
☒ |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION British
Virgin Islands |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | SOLE
VOTING POWER 109,848
shares, except that Yi Shi, the managing partner of LAVO, may be deemed to have shared power to vote these shares. |
| --- | --- |
| 6 | SHARED
VOTING POWER See
response to row 5. |
| 7 | SOLE
DISPOSITIVE POWER 109,848
shares, except that Yi Shi, the managing partner of LAVO, may be deemed to have shared power to dispose of these shares. |
| 8 | SHARED
DISPOSITIVE POWER See
response to row 7. |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 109,848 |
| --- | --- |
| 10 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.4(1) |
| 12 | TYPE
OF REPORTING PERSON OO |

(1) This percentage is calculated based upon 26,817,000 shares of the Issuer’s Common Stock outstanding as of December 31, 2019.

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CUSIP No. 65343E108 13G Page 6 of 11 Pages

| 1 | NAMES
OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Yi
Shi |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ (b)
☒ |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | SOLE
VOTING POWER 0
shares. |
| --- | --- |
| 6 | SHARED
VOTING POWER 2,088,859
shares, 568,129 of which are directly owned by FUNDIII, 1,136,262 of which are directly owned by BIOIII, 274,620 of which are
directly owned by FUNDVSUBA and 109,848 of which are directly owned by LAVO. Yi Shi, the managing partner of FUNDIII, BIOIII,
FUNDVSUBA and LAVO, may be deemed to have shared power to vote these shares. |
| 7 | SOLE
DISPOSITIVE POWER 0
shares. |
| 8 | SHARED
DISPOSITIVE POWER 2,088,859
shares, 568,129 of which are directly owned by FUNDIII, 1,136,262 of which are directly owned by BIOIII, 274,620 of which
are directly owned by FUNDVSUBA and 109,848 of which are directly owned by LAVO. Yi Shi, the managing partner of FUNDIII,
BIOIII, FUNDVSUBA and LAVO, may be deemed to have shared power to dispose of these shares. |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,213,733 |
| --- | --- |
| 10 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.8(1) |
| 12 | TYPE
OF REPORTING PERSON IN |

(1) This percentage is calculated based upon 26,817,000 shares of the Issuer’s Common Stock outstanding as of December 31, 2019.

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CUSIP No. 65343E108 13G Page 7 of 11 Pages

Item 1(a) Name of Issuer : Nextcure, Inc.

Item 1(b) Address of Issuer’s Principal Executive Offices : 9000 Virginia Manor Road, Suite 200

Beltsville, Maryland 20705

Item 2(a) Name of Persons Filing :

This Statement is filed by Lilly Asia Ventures Fund III, L.P. (“FUNDIII”), LAV Biosciences Fund III, L.P. (“BIOIII”), LAV Biosciences Fund V sub A, L.P. (“FUNDVSUBA”), LAV Opportunity Limited (“LAVO”) and Dr. Yi Shi. The foregoing entities and individual are collectively referred to as the “Reporting Persons.”

Dr. Shi is the managing partner of FUNDIII, BIOIII, FUNDVSUBA and LAVO, and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer directly owned by FUNDIII, BIOIII, FUNDVSUBA and LAVO.

Item 2(b) Address of Principal Business Office or, If None, Residence: The address for FUNDIII, BIOIII, LAVO and Dr. Shi is Unit 902-904, Two Chinachem Central, 26 Des Voeux Road Central, Hong Kong.

The address of FUNDVSUBA is 2730 Sand Hill Road, Suite 130, Menlo Park, CA 94025.

Item 2(c) Citizenship :

FUNDIII and BIOIII are Cayman Islands partnerships, FUNDVSUBA is a United States partnership. LAVO is a British Virgin Islands business company. Dr. Shi is a United States citizen.

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

Item 2(e) CUSIP Number : CUSIP #65343E108

Item 3. Not applicable.

Item 4. Ownership

The following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons is provided as of December 31, 2019:

(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.

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CUSIP No. 65343E108 13G Page 8 of 11 Pages

(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 Not applicable.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person Not applicable.

Item 7. Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not applicable.

Item 8. Identification and Classification of Members of the Group

Not applicable.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

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CUSIP No. 65343E108 13G Page 9 of 11 Pages

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.

Dated: February 13, 2020

| Lilly
Asia Ventures Fund III, L.P. | |
| --- | --- |
| By: | /s/
Yi Shi |
| Name: | Yi
Shi |
| Title: | Managing
Partner |
| LAV
Biosciences Fund III, L.P. | |
| By: | /s/
Yi Shi |
| Name: | Yi
Shi |
| Title: | Managing
Partner |
| LAV
Biosciences Fund V sub A, L.P. | |
| By: | /s/
Yi Shi |
| Name: | Yi
Shi |
| Title: | Managing
Partner |
| LAV
OPPORTUNITY LIMITED | |
| By: | /s/
Yi Shi |
| Name: | Yi
Shi |
| Title: | Managing
Partner |
| Yi
Shi | |
| /s/
Yi Shi | |
| Yi
Shi | |

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CUSIP No. 65343E108 13G Page 10 of 11 Pages

EXHIBIT INDEX

| | Found
on Sequentially |
| --- | --- |
| Exhibit | Numbered
Page |
| Exhibit
A: Agreement of Joint Filing | 11 |

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CUSIP No. 65343E108 13G Page 11 of 11 Pages

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 Nextcure, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

Dated: February 13, 2020

| Lilly
Asia Ventures Fund III, L.P. | |
| --- | --- |
| By: | /s/
Yi Shi |
| Name: | Yi
Shi |
| Title: | Managing
Partner |
| LAV
Biosciences Fund III, L.P. | |
| By: | /s/
Yi Shi |
| Name: | Yi
Shi |
| Title: | Managing
Partner |
| LAV
Biosciences Fund V sub A, L.P. | |
| By: | /s/
Yi Shi |
| Name: | Yi
Shi |
| Title: | Managing
Partner |
| LAV
OPPORTUNITY LIMITED | |
| By: | /s/
Yi Shi |
| Name: | Yi
Shi |
| Title: | Managing
Partner |
| Yi
Shi | |
| /s/
Yi Shi | |
| Yi
Shi | |

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