Seer, Inc. - Major Shareholding Notification 2021

SC 13D/A 1 d325435dsc13da.htm SC 13D/A SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Seer, Inc.

(Name of Issuer)

Class A Common Stock, $0.00001 par value per share

(Title of Class of Securities)

81578P 106

(CUSIP Number)

Mark Gurevich

Maverick Capital, Ltd.

1900 N. Pearl Street, 20 th Floor

Dallas, TX 75201

(214) 880-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 11, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

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, as amended (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).

CUSIP No. 81578P 106

1.	Names of Reporting Persons. MCV Management Company, LLC
2.	Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Source of Funds (See
Instructions) AF
5.	Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of
Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
8.	Shared Voting Power 3,293,468
9.	Sole Dispositive Power 0
10.	Shared Dispositive Power 3,293,468

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,293,468
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of
Class Represented by Amount in Row (11) 5.8%
14.	Type of Reporting Person
(See Instructions) IA, OO

CUSIP No. 81578P 106

1.	Names of Reporting Persons. Maverick Capital Management, LLC
2.	Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Source of Funds (See
Instructions) AF
5.	Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of
Organization Texas

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
8.	Shared Voting Power 3,324,153
9.	Sole Dispositive Power 0
10.	Shared Dispositive Power 3,324,153

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,324,153
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of
Class Represented by Amount in Row (11) 5.8%
14.	Type of Reporting Person
(See Instructions) OO

CUSIP No. 81578P 106

1.	Names of Reporting Persons. Maverick Ventures Investment Fund, L.P.
2.	Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Source of Funds (See
Instructions) WC
5.	Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of
Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
8.	Shared Voting Power 413,077
9.	Sole Dispositive Power 0
10.	Shared Dispositive Power 413,077

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 413,077
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of
Class Represented by Amount in Row (11) 0.7%
14.	Type of Reporting Person
(See Instructions) PN

CUSIP No. 81578P 106

1.	Names of Reporting Persons. Maverick Advisors Fund, L.P.
2.	Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Source of Funds (See
Instructions) WC
5.	Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of
Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
8.	Shared Voting Power 1,198,050
9.	Sole Dispositive Power 0
10.	Shared Dispositive Power 1,198,050

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,198,050
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of
Class Represented by Amount in Row (11) 2.1%
14.	Type of Reporting Person
(See Instructions) PN

CUSIP No. 81578P 106

1.	Names of Reporting Persons. Maverick Capital Ventures, LLC
2.	Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Source of Funds (See
Instructions) AF
5.	Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of
Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
8.	Shared Voting Power 3,478,307
9.	Sole Dispositive Power 0
10.	Shared Dispositive Power 3,478,307

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,478,307
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of
Class Represented by Amount in Row (11) 6.1%
14.	Type of Reporting Person
(See Instructions) OO

CUSIP No. 81578P 106

1.	Names of Reporting Persons. Maverick Capital Advisors, L.P.
2.	Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Source of Funds (See
Instructions) AF
5.	Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of
Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
8.	Shared Voting Power 3,293,468
9.	Sole Dispositive Power 0
10.	Shared Dispositive Power 3,293,468

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,293,468
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of
Class Represented by Amount in Row (11) 5.8%
14.	Type of Reporting Person
(See Instructions) PN

CUSIP No. 81578P 106

1.	Names of Reporting Persons. Maverick Capital, Ltd.
2.	Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Source of Funds (See
Instructions) AF
5.	Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of
Organization Texas

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
8.	Shared Voting Power 30,685
9.	Sole Dispositive Power 0
10.	Shared Dispositive Power 30,685

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 30,685
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of
Class Represented by Amount in Row (11) 0.1%
14.	Type of Reporting Person
(See Instructions) PN

CUSIP No. 81578P 106

1.	Names of Reporting Persons. Lee S. Ainslie III
2.	Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Source of Funds (See
Instructions) AF
5.	Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of
Organization United States of
America

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 801,760
8.	Shared Voting Power 3,324,153
9.	Sole Dispositive Power 801,760
10.	Shared Dispositive Power 3,324,153

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,125,913
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of
Class Represented by Amount in Row (11) 7.2%
14.	Type of Reporting Person
(See Instructions) IN

CUSIP No. 81578P 106

1.	Names of Reporting Persons. David B. Singer
2.	Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Source of Funds (See
Instructions) AF
5.	Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of
Organization United States of
America

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 234,192
8.	Shared Voting Power 3,293,468
9.	Sole Dispositive Power 234,192
10.	Shared Dispositive Power 3,293,468

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,527,660
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of
Class Represented by Amount in Row (11) 6.2%
14.	Type of Reporting Person
(See Instructions) IN

CUSIP No. 81578P 106

1.	Names of Reporting Persons. Andrew H. Warford
2.	Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Source of Funds (See
Instructions) AF
5.	Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of
Organization United States of
America

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 61,692
8.	Shared Voting Power 30,685
9.	Sole Dispositive Power 61,692
10.	Shared Dispositive Power 30,685

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 92,377
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of
Class Represented by Amount in Row (11) 0.2%
14.	Type of Reporting Person
(See Instructions) IN

CUSIP No. 81578P 106

1.	Names of Reporting Persons. Maverick Ventures Liquidity Fund I, LP
2.	Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Source of Funds (See
Instructions) AF
5.	Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of
Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
8.	Shared Voting Power 1,682,341
9.	Sole Dispositive Power 0
10.	Shared Dispositive Power 1,682,341

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,682,341
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of
Class Represented by Amount in Row (11) 2.9%
14.	Type of Reporting Person
(See Instructions) PN

ITEM 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is amended and supplemented as follows:

(a) The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 57,022,436 outstanding shares of Class A common stock as reported by the Issuer.

(b) The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference.

The shares of Class A common stock reported on this Schedule 13D include (i) 381,930 shares of Class A common stock and 31,147 shares of Class B common stock held of record by Maverick Ventures Investment Fund, L.P., (ii) 1,136,261 shares of Class A common stock and 61,789 shares of Class B common stock held of record by Maverick Advisors Fund, L.P., (iii) 30,685 shares of Class A common stock held by funds managed by Maverick Capital, Ltd., and (iv) 1,611,727 shares of Class A common stock and 70,614 shares of Class B common stock held of record by Maverick Ventures Liquidity Fund I, LP. Each share of Class B common stock is convertible at any time into shares of Class A common stock at the option of the holder. The percentages reported on the cover pages of this Schedule 13D are based on 57,022,436 outstanding shares of Class A common stock as reported by the Issuer plus the Class B shares held by each reporting person on an as-converted basis.

Maverick Capital Ventures, LLC is the general partner of Maverick Ventures Fund, Maverick Advisors Fund and Maverick Ventures Liquidity Fund I, LP. Mr. Ainslie and Mr. Singer are the Managing Partners of Maverick Ventures.

MCV is the investment manager of Maverick Ventures Fund, Maverick Ventures Investment Fund, L.P. and Maverick Advisors Fund. Maverick Capital Management is the general partner of Maverick Capital Advisors (the controlling member of Maverick Capital Ventures, LLC) and Maverick Capital (the controlling member of MCV). Mr. Ainslie is the manager of Maverick Capital Management. Mr. Warford is a partner of Maverick Capital.

(c) Schedule A to this Amendment sets forth all transactions with respect to the shares of Class A Common Stock effected during the past sixty days by any Reporting Person.

(d) No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock subject to this Schedule 13D.

(e) Not applicable.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:	November 16, 2021
MCV MANAGEMENT COMPANY, LLC
By:	Lee S. Ainslie III, Manager
By:	/s/ Mark Gurevich
	Mark Gurevich
	Under Power of Attorney dated March 15, 2018
MAVERICK CAPITAL MANAGEMENT, LLC
By:	Lee S. Ainslie III, Manager
By:	/s/ Mark Gurevich
	Mark Gurevich
	Under Power of Attorney dated March 15, 2018
MAVERICK VENTURES INVESTMENT FUND, L.P.
By:	Maverick Capital Ventures, LLC, its general partner
By:	Lee S. Ainslie III, Manager
By:	/s/ Mark Gurevich
	Mark Gurevich
	Under Power of Attorney dated March 15, 2018
MAVERICK ADVISORS FUND, L.P.
By:	Maverick Capital Ventures, LLC, its general partner
By:	Lee S. Ainslie III, Manager
By:	/s/ Mark Gurevich
	Mark Gurevich
	Under Power of Attorney dated March 15, 2018
MAVERICK CAPITAL VENTURES, LLC
By:	Lee S. Ainslie III, Manager
By:	/s/ Mark Gurevich
	Mark Gurevich
	Under Power of Attorney dated March 15, 2018
MAVERICK CAPITAL ADVISORS, L.P.
By:	/s/ Mark Gurevich
	Mark Gurevich

MAVERICK CAPITAL, LTD.
By:	/s/ Mark Gurevich
	Mark Gurevich
LEE S. AINSLE III
By:	/s/ Mark Gurevich
	Mark Gurevich
	Under Power of Attorney dated March 15, 2018
DAVID B. SINGER
By:	/s/ Mark Gurevich
	Mark Gurevich
	Under Power of Attorney dated January 7, 2021
ANDREW H. WARFORD
By:	/s/ Mark Gurevich
	Mark Gurevich
	Under Power of Attorney dated March 16, 2018

Schedule A

The following table sets forth all transactions in the shares of Common Stock effected in the past sixty days not previously reported by the Reporting Persons. Certain shares were purchased in multiple transactions at prices between the price range, as indicated in the footnote below.

Name — Maverick Capital Ventures, LLC	Date of Transaction — 11/11/21	184,839		Transaction — Distribution	Price Per Share — (1	)
Lee S. Ainslie III	11/11/21	801,760		Distribution	(1	)
David B. Singer	11/11/21	234,192		Distribution	(1	)
Andrew H. Warford	11/11/21	61,692		Distribution	(1	)
Maverick Ventures Investment Fund, L.P.	11/11/21	(275,376	)	Distribution	(1	)
Maverick Advisors Fund, L.P.	11/11/21	(798,685	)	Distribution	(1	)
Maverick Ventures Liquidity Fund I, LP	11/11/21	(1,121,526	)	Distribution	(1	)
Maverick Advisors Fund, L.P.	11/11/21	(3	)	Sale	$ 30.60	(3)
Maverick Fund II, Ltd. (2)	11/11/21	(726	)	Sale	$ 30.60	(3)
Maverick Long Fund, Ltd. (2)	11/11/21	(3,461	)	Sale	$ 30.60	(3)
Maverick Long Enhanced Fund, Ltd. (2)	11/11/21	(2,253	)	Sale	$ 30.60	(3)
Maverick Fund USA, Ltd. (2)	11/11/21	(15,343	)	Sale	$ 30.60	(3)
Maverick Advisors Fund, L.P.	11/12/21	(5	)	Sale	$ 31.20	(4)
Maverick Fund II, Ltd. (2)	11/12/21	(9,918	)	Sale	$ 31.20	(4)
Maverick Long Fund, Ltd. (2)	11/12/21	(4,987	)	Sale	$ 31.20	(4)
Maverick Long Enhanced Fund, Ltd. (2)	11/12/21	(10,887	)	Sale	$ 31.20	(4)
Maverick Fund USA, Ltd. (2)	11/12/21	(15,12	)	Sale	$ 31.20	(4)

(1) Represents a distribution in kind.

(2) Fund managed by Maverick Capital.

(3) This transaction was executed in multiple trades ranging from $29.21 to $32.80. The price reported reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the Securities and Exchange Commission staff full information regarding the number of shares and prices at which the transaction was effected.

(4) This transaction was executed in multiple trades ranging from $29.32 to $31.38. The price reported reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the Securities and Exchange Commission staff full information regarding the number of shares and prices at which the transaction was effected.

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Seer, Inc. — Major Shareholding Notification 2021

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