Filing Details
- Accession Number:
- 0001193125-18-352940
- Form Type:
- 13G Filing
- Publication Date:
- 2018-12-19 12:38:35
- Filed By:
- Medicxi Ventures I Lp
- Company:
- Synthorx Inc. (NASDAQ:THOR)
- Filing Date:
- 2018-12-19
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Medicxi Ventures I | 2,252,582 | 0 | 2,252,582 | 0 | 2,252,582 | 7.45% |
| Medicxi Co-Invest I | 28,513 | 0 | 28,513 | 0 | 28,513 | 0.09% |
| Medicxi Ventures I GP Limited | 2,281,095 | 0 | 2,281,095 | 0 | 2,281,095 | 7.54% |
| Medicxi Ventures Management (Jersey) Limited | 2,281,095 | 0 | 2,281,095 | 0 | 2,281,095 | 7.54% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Synthorx, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
87167A 10 3
(CUSIP Number)
December 11, 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:
☐ 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 persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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).
|
CUSIP No. 87167A 10 3
|
SCHEDULE 13G
|
Page 2 of 10 Pages
|
| 1. | NAMES OF REPORTING PERSONS
Medicxi Ventures I LP | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
2,252,582 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
2,252,582 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,252,582 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.45% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percentage of class was calculated based on 30,230,319 shares of the Issuers common stock, par value $0.001 per share (Common Stock), as set forth in the Issuers final prospectus, dated December 6, 2018, and filed with the Securities and Exchange Commission (the Commission) on December 7, 2018. |
|
CUSIP No. 87167A 10 3
|
SCHEDULE 13G
|
Page 3 of 10 Pages
|
| 1. | NAMES OF REPORTING PERSONS
Medicxi Co-Invest I LP | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
28,513 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
28,513 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,513 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.09% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
|
CUSIP No. 87167A 10 3
|
SCHEDULE 13G
|
Page 4 of 10 Pages
|
| 1. | NAMES OF REPORTING PERSONS
Medicxi Ventures I GP Limited | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
2,281,095 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
2,281,095 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,281,095 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.54% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
OO | |||||
|
CUSIP No. 87167A 10 3
|
SCHEDULE 13G
|
Page 5 of 10 Pages
|
| 1. | NAMES OF REPORTING PERSONS
Medicxi Ventures Management (Jersey) Limited | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
2,281,095 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
2,281,095 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,281,095 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.54% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
OO | |||||
|
CUSIP No. 87167A 10 3
|
SCHEDULE 13G
|
Page 6 of 10 Pages
|
| Item 1. | Issuer | |||
| (a) | Name of Issuer: | |||
| Synthorx, Inc. (the Issuer) | ||||
| (b) | Address of Issuers Principal Executive Offices: | |||
| 11099 N. Torrey Pines Road Suite 190 La Jolla, California 92037 | ||||
| Item 2. | Filing Person | |||
| (a) (c) | Name of Persons Filing; Address; Citizenship: | |||
| (i) Medicxi Ventures I LP (Ventures I);
(ii) Medicxi Co-Invest I LP (Co-Invest I);
(iii) Medicxi Ventures I GP Limited (Ventures I GP), which is the sole general partner of Ventures I and Co-Invest I;
(iv) Medicxi Ventures Management (Jersey) Limited (Manager), which is appointed by Ventures I GP as the manager of Ventures I and Co-Invest I.
The address of the principal business office of each of the Reporting Persons is Nick McHardy c/o Intertrust Fund Services (Jersey) Limited, 44 Esplanade, St. Helier, Jersey JE4 9WG.
Each of Ventures I and Co-Invest I is a Jersey limited partnership. Each of Ventures I GP and Manager is a Jersey limited liability company. | ||||
| (d) | Title of Class of Securities: | |||
| Common stock, par value $0.001 per share | ||||
| (e) | CUSIP Number:
87167A 10 3 | |||
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |||
| (a) | ☐ Broker or dealer registered under Section 15 of the Act; | |||
| (b) | ☐ Bank as defined in Section 3(a)(6) of the Act; | |||
| (c) | ☐ Insurance company as defined in Section 3(a)(19) of the Act; | |||
| (d) | ☐ Investment company registered under Section 8 of the Investment Company Act of 1940; | |||
| (e) | ☐ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |||
| (f) | ☐ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | |||
| (g) | ☐ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |||
| (h) | ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |||
| (i) | ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; | |||
| (j) | ☐ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); | |||
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CUSIP No. 87167A 10 3
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SCHEDULE 13G
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Page 7 of 10 Pages
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| (k) | ☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |||
| If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||||
| Item 4. | Ownership. | |||
| (a) and (b) | Amount beneficially owned: | |||
| (i) Ventures I directly owns 2,252,582 shares of Common Stock (the Ventures I Shares), which represents approximately 7.45% of the outstanding shares of Common Stock. | ||||
| (ii) Co-Invest I directly owns 28,513 shares of Common Stock (the Co-Invest I Shares), which represents approximately 0.09% of the outstanding shares of Common Stock. | ||||
| (iii) Ventures I GP is the general partner of Ventures I and Co-Invest I and may be deemed to beneficially own the Ventures I Shares and the Co-Invest I Shares (the Shares), which in the aggregate is 2,281,095 shares of Common Stock and represents approximately 7.54% of the outstanding shares of Common Stock. | ||||
| (iv) As Manager has been appointed by Ventures I GP as manager of Ventures I and Co-Invest I, Manager may be deemed to beneficially own the Shares. | ||||
| (c) | Number of shares as to which such person has: | |||
| Number of Shares of Common Stock | ||||||||||||||||||
| Reporting Person | (i) | (ii) | (iii) | (iv) | ||||||||||||||
| Ventures I | 2,252,582 | 0 | 2,252,582 | 0 | ||||||||||||||
| Co-Invest I | 28,513 | 0 | 28,513 | 0 | ||||||||||||||
| Ventures I GP | 2,281,095 | 0 | 2,281,095 | 0 | ||||||||||||||
| Manager | 2,281,095 | 0 | 2,281,095 | 0 | ||||||||||||||
| (i) Sole power to vote or direct the vote
(ii) Shared power to vote or to direct the vote
(iii) Sole power to dispose or to direct the disposition of
(iv) Shared power to dispose or to direct the disposition of | ||
| The percentage of class was calculated based on 30,230,319 shares of Common Stock, as set forth the Issuers final prospectus, dated December 6, 2018, and filed with the Commission on December 7, 2018. | ||
| 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 or Control Person.
Not applicable. | |
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CUSIP No. 87167A 10 3
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SCHEDULE 13G
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Page 8 of 10 Pages
|
| Item 8. | Identification and Classification of Members of the Group.
Not applicable. | |
| Item 9. | Notice of Dissolution of Group.
Not applicable. | |
| Item 10. | Certification.
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. | |
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CUSIP No. 87167A 10 3
|
SCHEDULE 13G
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Page 9 of 10 Pages
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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.
Date: December 19, 2018
| Medicxi Ventures I LP | ||
| By: | /s/ Alex Di Santo | |
| Name: | Alex Di Santo | |
| Title: | Director | |
| For and on behalf of Medicxi Ventures Management (Jersey) Limited as manager of Medicxi Ventures I LP | ||
| Medicxi Co-Invest I LP | ||
| By: | /s/ Alex Di Santo | |
| Name: | Alex Di Santo | |
| Title: | Director | |
| For and on behalf of Medicxi Ventures Management (Jersey) Limited as manager of Medicxi Co-Invest I LP | ||
| Medicxi Ventures I GP Limited | ||
| By: | /s/ Alex Di Santo | |
| Name: | Alex Di Santo | |
| Title: | Director | |
| Medicxi Ventures Management (Jersey) Limited | ||
| By: | /s/ Alex Di Santo | |
| Name: | Alex Di Santo | |
| Title: | Director | |
|
CUSIP No. 87167A 10 3
|
SCHEDULE 13G
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Page 10 of 10 Pages
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EXHIBIT INDEX
| Exhibit | ||
| 99.1 | Joint Filing Statement | |