AI assistant
SERA PROGNOSTICS, INC. — Major Shareholding Notification 2024
Jan 3, 2024
34084_mrq_2024-01-03_d3bb9bc0-845e-4b71-8784-aca5928c9abc.zip
Major Shareholding Notification
Open in viewerOpens in your device viewer
SC 13G/A 1 zk2430728.htm SC 13G/A Licensed to: company Document created using Broadridge PROfile 23.9.1.5178 Copyright 1995 - 2024 Broadridge
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Sera Prognostics, Inc.
(Name of Issuer)
Class A Common Stock, Par Value $0.0001 per Share
(Title of Class of Securities)
81749D107
(CUSIP Number)
December 31, 2023
(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 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.
PROfilePageNumberReset%Num%2%Page % of 9 Pages%
| CUSIP No. | 81749D107 | |
|---|---|---|
| 1. | Names of Reporting Persons aMoon Growth Fund Limited Partnership | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power 0 |
| 6. | Shared Voting Power 2,978,511 | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 2,978,511 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,978,511 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent of Class Represented by Amount in Row (9) 9.50% | |
| 12. | Type of Reporting Person (See Instructions) PN |
Page 2 of 9 Pages
| CUSIP No. | 81749D107 | |
|---|---|---|
| 1. | Names of Reporting Persons aMoon Growth Fund G.P. Limited Partnership | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization Israel | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power 0 |
| 6. | Shared Voting Power 2,978,511 | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 2,978,511 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,978,511 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent of Class Represented by Amount in Row (9) 9.50% | |
| 12. | Type of Reporting Person (See Instructions) PN |
Page 3 of 9 Pages
| CUSIP No. | 81749D107 | |
|---|---|---|
| 1. | Names of Reporting Persons aMoon General Partner Ltd. | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization Israel | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power 0 |
| 6. | Shared Voting Power 2,978,511 | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 2,978,511 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,978,511 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent of Class Represented by Amount in Row (9) 9.50% | |
| 12. | Type of Reporting Person (See Instructions) CO |
Page 4 of 9 Pages
| CUSIP No. | 81749D107 | |
|---|---|---|
| 1. | Names of Reporting Persons Dr. Yair C. Schindel | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization Israel | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power 0 |
| 6. | Shared Voting Power 2,978,511 | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 2,978,511 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,978,511 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent of Class Represented by Amount in Row (9) 9.50% | |
| 12. | Type of Reporting Person (See Instructions) IN |
Page 5 of 9 Pages
Item 1(a) Name of Issuer
Sera Prognostics, Inc. (the “Issuer”).
Item 1(b) Address of Issuer’s Principal Executive Offices
2749 East Parleys Way , Suite 200, Salt Lake City, Utah 84109
Item 2(a)-(b) Name of Person Filing; Address of Principal Business Office or, if none, Residence
-
aMoon Growth Fund Limited Partnership (“aMoon”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.
-
aMoon Growth Fund G.P. Limited Partnership (“aMoon G.P.”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.
-
aMoon General Partner Ltd. (“aMoon Ltd.”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.
-
Dr. Yair C. Schindel (“Schindel”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.
The foregoing persons are hereinafter collectively referred to as the “Reporting Persons”.
Item 2(c) Citizenship
aMoon is a Cayman Islands exempted limited partnership; aMoon G.P. is an Israeli limited partnership; aMoon Ltd. is an Israeli company; and Schindel is an Israeli citizen.
Item 2(d) Title of Class of Securities
Class A Common Stock, par value $0.0001 per share
Item 2(e) CUSIP Number
81749D107
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.
Item 4 Ownership
aMoon Growth Fund Limited Partnership
(a) Amount beneficially owned : 2,978,511 shares of Class A Common Stock.
All share percentage calculation are based on 31,336,512 shares of Class A Common Stock and Class B Common Stock outstanding as of November 3, 2023, as reported by the Issuer to the SEC on Form 10-Q on November 8, 2023.
(b) Percent of Class : 9.50%
Page 6 of 9 Pages
(c) Number of shares as to which the person has :
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,978,511 shares of Class A Common Stock
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 2,978,511 shares of Class A Common Stock
aMoon Growth Fund G.P. Limited Partnership
(a) Amount beneficially owned : 2,978,511 shares of Class A Common Stock. aMoon G.P. is the sole general partner of aMoon. By virtue of such relationship, aMoon G.P. may be deemed to have shared voting and investment power with respect to the shares of Class A Common Stock of the Issuer held by aMoon.
All share percentage calculation are based on 31,336,512 shares of Class A Common Stock and Class B Common Stock outstanding as of November 3, 2023, as reported by the Issuer to the SEC on Form 10-Q on November 8, 2023.
(b) Percent of Class : 9.50%
(c) Number of shares as to which the person has :
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,978,511 shares of Class A Common Stock
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 2,978,511 shares of Class A Common Stock
aMoon General Partner Ltd.
(a) Amount beneficially owned : 2,978,511 shares of Class A Common Stock. aMoon Ltd. is the sole general partner of aMoon G.P. By virtue of such relationships, aMoon Ltd. may be deemed to have shared voting and investment power with respect to the shares of Class A Common Stock of the Issuer held by aMoon.
All share percentage calculation are based on 31,336,512 shares of Class A Common Stock and Class B Common Stock outstanding as of November 3, 2023, as reported by the Issuer to the SEC on Form 10-Q on November 8, 2023.
(b) Percent of Class : 9.50%
(c) Number of shares as to which the person has :
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,978,511 shares of Class A Common Stock
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 2,978,511 shares of Class A Common Stock
Dr. Yair C. Schindel
(a) Amount beneficially owned : 2,978,511 shares of Class A Common Stock. Schindel is the sole shareholder of aMoon Ltd. By virtue of such relationships, Schindel may be deemed to have shared voting and investment power with respect to the shares of Class A Common Stock of the Issuer held by aMoon. Schindel disclaims beneficial ownership of the shares of Class A Common Stock of the Issuer held by aMoon, aMoon G.P. and aMoon Ltd., except to the extent of his pecuniary interest therein, if any.
All share percentage calculation are based on 31,336,512 shares of Class A Common Stock and Class B Common Stock outstanding as of November 3, 2023, as reported by the Issuer to the SEC on Form 10-Q on November 8, 2023.
(b) Percent of Class : 9.50%
(c) Number of shares as to which the person has :
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,978,511 shares of Class A Common Stock
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 2,978,511 shares of Class A Common Stock
Page 7 of 9 Pages
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 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
Incorporated by reference to Items 2 and 4 of this Schedule 13G.
Item 9 Notice of Dissolution of Group
Not applicable.
Item 10 Certification
Not applicable.
Page 8 of 9 Pages
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: January 3, 2024
| AMOON GROWTH FUND LIMITED PARTNERSHIP BY: AMOON GROWTH FUND G.P. LIMITED PARTNERSHIP, ITS GENERAL PARTNER BY: AMOON GENERAL PARTNER LTD., ITS GENERAL PARTNER | |
|---|---|
| By: | /s/ Dr. Yair C. Schindel |
| Name: Dr. Yair C. Schindel | |
| Title: Director |
| AMOON GROWTH FUND G.P. LIMITED PARTNERSHIP BY: AMOON GENERAL PARTNER LTD., ITS GENERAL PARTNER | |
|---|---|
| By: | /s/ Dr. Yair C. Schindel |
| Name: Dr. Yair C. Schindel | |
| Title: Director |
| AMOON GENERAL PARTNER LTD. | |
|---|---|
| By: | /s/ Dr. Yair C. Schindel |
| Name: Dr. Yair C. Schindel | |
| Title: Director |
| DR. YAIR C. SCHINDEL | |
|---|---|
| By: | /s/ Dr. Yair C. Schindel |
Page 9 of 9 Pages