Filing Details
- Accession Number:
- 0001193125-19-037831
- Form Type:
- 13G Filing
- Publication Date:
- 2019-02-13 15:28:33
- Filed By:
- Omega Fund Iv, L.p.
- Company:
- Translate Bio Inc. (NASDAQ:TBIO)
- Filing Date:
- 2019-02-13
- 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 |
|---|---|---|---|---|---|---|
| Omega Fund IV | 0 | 979,179 | 0 | 979,179 | 979,179 | 2.2% |
| Omega Fund IV GP | 0 | 979,179 | 0 | 979,179 | 979,179 | 2.2% |
| Omega Fund IV GP Manager, Ltd | 0 | 979,179 | 0 | 979,179 | 979,179 | 2.2% |
| Omega Fund V | 0 | 1,458,424 | 0 | 1,458,424 | 1,458,424 | 3.2% |
| Omega Fund V GP | 0 | 1,458,424 | 0 | 1,458,424 | 1,458,424 | 3.2% |
| Omega Fund V GP Manager, Ltd | 0 | 1,458,424 | 0 | 1,458,424 | 1,458,424 | 3.2% |
| Richard Lim | 0 | 2,437,603 | 0 | 2,437,603 | 2,437,603 | 5.4% |
| Otello Stampacchia | 0 | 2,437,603 | 0 | 2,437,603 | 2,437,603 | 5.4% |
| Claudio Nessi | 0 | 1,458,424 | 0 | 1,458,424 | 1,458,424 | 3.2% |
| Anne-Mari Paster | 0 | 2,437,603 | 0 | 2,437,603 | 2,437,603 | 5.4% |
| filing Omega Fund IV |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1
(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2
Translate Bio, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
89374L104
(CUSIP Number)
June 1, 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 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).
| CUSIP NO. 89374L104 | 13G | Page 2 of 17 |
| 1 | NAMES OF REPORTING PERSONS
Omega Fund IV, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 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
979,179 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
979,179 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
979,179 | |||||
| 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
2.2% (2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | This Schedule 13G is filed by Omega Fund IV, L.P. (Omega Fund IV), Omega Fund IV GP, L.P. (Omega IV GP), Omega Fund IV GP Manager, Ltd. (Omega IV Ltd), Omega Fund V, L.P. (Omega Fund V), Omega Fund V GP, L.P. (Omega V GP), Omega Fund V GP Manager, Ltd. (Omega V Ltd), Richard Lim (Lim), Otello Stampacchia (Stampacchia), Claudio Nessi (Nessi), and Anne-Mari Paster (Paster) (together, the Reporting Persons). Omega IV Ltd and Omega V Ltd serve as the general partners of Omega IV GP and Omega V GP respectively, which serve as the general partners of Omega Fund IV and Omega Fund V respectively; each of Omega IV Ltd and Omega IV GP may be deemed to own beneficially the shares held by Omega Fund IV; and each of Omega V Ltd and Omega V GP may be deemed to own beneficially the shares held by Omega Fund V. Lim, Stampacchia, and Paster are the directors of Omega IV Ltd and Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund IV and Omega Fund V. Nessi is a director of Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund V. The Reporting Persons may be deemed a group for purposes of Section 13 of the Exchange Act and expressly disclaim status as a group for purposes of this Schedule 13G. |
| (2) | The following percentages are based on 45,142,090 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 8, 2018. |
| CUSIP NO. 89374L104 | 13G | Page 3 of 17 |
| 1 | NAMES OF REPORTING PERSONS
Omega Fund IV GP, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 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
979,179 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
979,179 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
979,179 | |||||
| 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
2.2% (2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | This Schedule 13G is filed by Omega Fund IV, L.P. (Omega Fund IV), Omega Fund IV GP, L.P. (Omega IV GP), Omega Fund IV GP Manager, Ltd. (Omega IV Ltd), Omega Fund V, L.P. (Omega Fund V), Omega Fund V GP, L.P. (Omega V GP), Omega Fund V GP Manager, Ltd. (Omega V Ltd), Richard Lim (Lim), Otello Stampacchia (Stampacchia), Claudio Nessi (Nessi), and Anne-Mari Paster (Paster) (together, the Reporting Persons). Omega IV Ltd and Omega V Ltd serve as the general partners of Omega IV GP and Omega V GP respectively, which serve as the general partners of Omega Fund IV and Omega Fund V respectively; each of Omega IV Ltd and Omega IV GP may be deemed to own beneficially the shares held by Omega Fund IV; and each of Omega V Ltd and Omega V GP may be deemed to own beneficially the shares held by Omega Fund V. Lim, Stampacchia, and Paster are the directors of Omega IV Ltd and Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund IV and Omega Fund V. Nessi is a director of Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund V. The Reporting Persons may be deemed a group for purposes of Section 13 of the Exchange Act and expressly disclaim status as a group for purposes of this Schedule 13G. |
| (2) | The following percentages are based on 45,142,090 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 8, 2018. |
| CUSIP NO. 89374L104 | 13G | Page 4 of 17 |
| 1 | NAMES OF REPORTING PERSONS
Omega Fund IV GP Manager, Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 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
979,179 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
979,179 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
979,179 | |||||
| 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
2.2% (2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | This Schedule 13G is filed by Omega Fund IV, L.P. (Omega Fund IV), Omega Fund IV GP, L.P. (Omega IV GP), Omega Fund IV GP Manager, Ltd. (Omega IV Ltd), Omega Fund V, L.P. (Omega Fund V), Omega Fund V GP, L.P. (Omega V GP), Omega Fund V GP Manager, Ltd. (Omega V Ltd), Richard Lim (Lim), Otello Stampacchia (Stampacchia), Claudio Nessi (Nessi), and Anne-Mari Paster (Paster) (together, the Reporting Persons). Omega IV Ltd and Omega V Ltd serve as the general partners of Omega IV GP and Omega V GP respectively, which serve as the general partners of Omega Fund IV and Omega Fund V respectively; each of Omega IV Ltd and Omega IV GP may be deemed to own beneficially the shares held by Omega Fund IV; and each of Omega V Ltd and Omega V GP may be deemed to own beneficially the shares held by Omega Fund V. Lim, Stampacchia, and Paster are the directors of Omega IV Ltd and Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund IV and Omega Fund V. Nessi is a director of Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund V. The Reporting Persons may be deemed a group for purposes of Section 13 of the Exchange Act and expressly disclaim status as a group for purposes of this Schedule 13G. |
| (2) | The following percentages are based on 45,142,090 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 8, 2018. |
| CUSIP NO. 89374L104 | 13G | Page 5 of 17 |
| 1 | NAMES OF REPORTING PERSONS
Omega Fund V, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 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
1,458,424 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,458,424 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,458,424 | |||||
| 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
3.2% (2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | This Schedule 13G is filed by Omega Fund IV, L.P. (Omega Fund IV), Omega Fund IV GP, L.P. (Omega IV GP), Omega Fund IV GP Manager, Ltd. (Omega IV Ltd), Omega Fund V, L.P. (Omega Fund V), Omega Fund V GP, L.P. (Omega V GP), Omega Fund V GP Manager, Ltd. (Omega V Ltd), Richard Lim (Lim), Otello Stampacchia (Stampacchia), Claudio Nessi (Nessi), and Anne-Mari Paster (Paster) (together, the Reporting Persons). Omega IV Ltd and Omega V Ltd serve as the general partners of Omega IV GP and Omega V GP respectively, which serve as the general partners of Omega Fund IV and Omega Fund V respectively; each of Omega IV Ltd and Omega IV GP may be deemed to own beneficially the shares held by Omega Fund IV; and each of Omega V Ltd and Omega V GP may be deemed to own beneficially the shares held by Omega Fund V. Lim, Stampacchia, and Paster are the directors of Omega IV Ltd and Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund IV and Omega Fund V. Nessi is a director of Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund V. The Reporting Persons may be deemed a group for purposes of Section 13 of the Exchange Act and expressly disclaim status as a group for purposes of this Schedule 13G. |
| (2) | The following percentages are based on 45,142,090 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 8, 2018. |
| CUSIP NO. 89374L104 | 13G | Page 6 of 17 |
| 1 | NAMES OF REPORTING PERSONS
Omega Fund V GP, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 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
1,458,424 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,458,424 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,458,424 | |||||
| 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
3.2% (2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | This Schedule 13G is filed by Omega Fund IV, L.P. (Omega Fund IV), Omega Fund IV GP, L.P. (Omega IV GP), Omega Fund IV GP Manager, Ltd. (Omega IV Ltd), Omega Fund V, L.P. (Omega Fund V), Omega Fund V GP, L.P. (Omega V GP), Omega Fund V GP Manager, Ltd. (Omega V Ltd), Richard Lim (Lim), Otello Stampacchia (Stampacchia), Claudio Nessi (Nessi), and Anne-Mari Paster (Paster) (together, the Reporting Persons). Omega IV Ltd and Omega V Ltd serve as the general partners of Omega IV GP and Omega V GP respectively, which serve as the general partners of Omega Fund IV and Omega Fund V respectively; each of Omega IV Ltd and Omega IV GP may be deemed to own beneficially the shares held by Omega Fund IV; and each of Omega V Ltd and Omega V GP may be deemed to own beneficially the shares held by Omega Fund V. Lim, Stampacchia, and Paster are the directors of Omega IV Ltd and Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund IV and Omega Fund V. Nessi is a director of Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund V. The Reporting Persons may be deemed a group for purposes of Section 13 of the Exchange Act and expressly disclaim status as a group for purposes of this Schedule 13G. |
| (2) | The following percentages are based on 45,142,090 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 8, 2018. |
| CUSIP NO. 89374L104 | 13G | Page 7 of 17 |
| 1 | NAMES OF REPORTING PERSONS
Omega Fund V GP Manager, Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 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
1,458,424 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,458,424 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,458,424 | |||||
| 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
3.2% (2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | This Schedule 13G is filed by Omega Fund IV, L.P. (Omega Fund IV), Omega Fund IV GP, L.P. (Omega IV GP), Omega Fund IV GP Manager, Ltd. (Omega IV Ltd), Omega Fund V, L.P. (Omega Fund V), Omega Fund V GP, L.P. (Omega V GP), Omega Fund V GP Manager, Ltd. (Omega V Ltd), Richard Lim (Lim), Otello Stampacchia (Stampacchia), Claudio Nessi (Nessi), and Anne-Mari Paster (Paster) (together, the Reporting Persons). Omega IV Ltd and Omega V Ltd serve as the general partners of Omega IV GP and Omega V GP respectively, which serve as the general partners of Omega Fund IV and Omega Fund V respectively; each of Omega IV Ltd and Omega IV GP may be deemed to own beneficially the shares held by Omega Fund IV; and each of Omega V Ltd and Omega V GP may be deemed to own beneficially the shares held by Omega Fund V. Lim, Stampacchia, and Paster are the directors of Omega IV Ltd and Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund IV and Omega Fund V. Nessi is a director of Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund V. The Reporting Persons may be deemed a group for purposes of Section 13 of the Exchange Act and expressly disclaim status as a group for purposes of this Schedule 13G. |
| (2) | The following percentages are based on 45,142,090 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 8, 2018. |
| CUSIP NO. 89374L104 | 13G | Page 8 of 17 |
| 1 | NAMES OF REPORTING PERSONS
Richard Lim | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
2,437,603 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
2,437,603 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,437,603 | |||||
| 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
5.4% (2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | This Schedule 13G is filed by Omega Fund IV, L.P. (Omega Fund IV), Omega Fund IV GP, L.P. (Omega IV GP), Omega Fund IV GP Manager, Ltd. (Omega IV Ltd), Omega Fund V, L.P. (Omega Fund V), Omega Fund V GP, L.P. (Omega V GP), Omega Fund V GP Manager, Ltd. (Omega V Ltd), Richard Lim (Lim), Otello Stampacchia (Stampacchia), Claudio Nessi (Nessi), and Anne-Mari Paster (Paster) (together, the Reporting Persons). Omega IV Ltd and Omega V Ltd serve as the general partners of Omega IV GP and Omega V GP respectively, which serve as the general partners of Omega Fund IV and Omega Fund V respectively; each of Omega IV Ltd and Omega IV GP may be deemed to own beneficially the shares held by Omega Fund IV; and each of Omega V Ltd and Omega V GP may be deemed to own beneficially the shares held by Omega Fund V. Lim, Stampacchia, and Paster are the directors of Omega IV Ltd and Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund IV and Omega Fund V. Nessi is a director of Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund V. The Reporting Persons may be deemed a group for purposes of Section 13 of the Exchange Act and expressly disclaim status as a group for purposes of this Schedule 13G. |
| (2) | The following percentages are based on 45,142,090 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 8, 2018. |
| CUSIP NO. 89374L104 | 13G | Page 9 of 17 |
| 1 | NAMES OF REPORTING PERSONS
Otello Stampacchia | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Italy | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
2,437,603 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
2,437,603 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,437,603 | |||||
| 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
5.4% (2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | This Schedule 13G is filed by Omega Fund IV, L.P. (Omega Fund IV), Omega Fund IV GP, L.P. (Omega IV GP), Omega Fund IV GP Manager, Ltd. (Omega IV Ltd), Omega Fund V, L.P. (Omega Fund V), Omega Fund V GP, L.P. (Omega V GP), Omega Fund V GP Manager, Ltd. (Omega V Ltd), Richard Lim (Lim), Otello Stampacchia (Stampacchia), Claudio Nessi (Nessi), and Anne-Mari Paster (Paster) (together, the Reporting Persons). Omega IV Ltd and Omega V Ltd serve as the general partners of Omega IV GP and Omega V GP respectively, which serve as the general partners of Omega Fund IV and Omega Fund V respectively; each of Omega IV Ltd and Omega IV GP may be deemed to own beneficially the shares held by Omega Fund IV; and each of Omega V Ltd and Omega V GP may be deemed to own beneficially the shares held by Omega Fund V. Lim, Stampacchia, and Paster are the directors of Omega IV Ltd and Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund IV and Omega Fund V. Nessi is a director of Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund V. The Reporting Persons may be deemed a group for purposes of Section 13 of the Exchange Act and expressly disclaim status as a group for purposes of this Schedule 13G. |
| (2) | The following percentages are based on 45,142,090 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 8, 2018. |
| CUSIP NO. 89374L104 | 13G | Page 10 of 17 |
| 1 | NAMES OF REPORTING PERSONS
Claudio Nessi | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,458,424 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,458,424 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,458,424 | |||||
| 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
3.2% (2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | This Schedule 13G is filed by Omega Fund IV, L.P. (Omega Fund IV), Omega Fund IV GP, L.P. (Omega IV GP), Omega Fund IV GP Manager, Ltd. (Omega IV Ltd), Omega Fund V, L.P. (Omega Fund V), Omega Fund V GP, L.P. (Omega V GP), Omega Fund V GP Manager, Ltd. (Omega V Ltd), Richard Lim (Lim), Otello Stampacchia (Stampacchia), Claudio Nessi (Nessi), and Anne-Mari Paster (Paster) (together, the Reporting Persons). Omega IV Ltd and Omega V Ltd serve as the general partners of Omega IV GP and Omega V GP respectively, which serve as the general partners of Omega Fund IV and Omega Fund V respectively; each of Omega IV Ltd and Omega IV GP may be deemed to own beneficially the shares held by Omega Fund IV; and each of Omega V Ltd and Omega V GP may be deemed to own beneficially the shares held by Omega Fund V. Lim, Stampacchia, and Paster are the directors of Omega IV Ltd and Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund IV and Omega Fund V. Nessi is a director of Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund V. The Reporting Persons may be deemed a group for purposes of Section 13 of the Exchange Act and expressly disclaim status as a group for purposes of this Schedule 13G. |
| (2) | The following percentages are based on 45,142,090 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 8, 2018. |
| CUSIP NO. 89374L104 | 13G | Page 11 of 17 |
| 1 | NAMES OF REPORTING PERSONS
Anne-Mari Paster | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
2,437,603 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
2,437,603 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,437,603 | |||||
| 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
5.4% (2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | This Schedule 13G is filed by Omega Fund IV, L.P. (Omega Fund IV), Omega Fund IV GP, L.P. (Omega IV GP), Omega Fund IV GP Manager, Ltd. (Omega IV Ltd), Omega Fund V, L.P. (Omega Fund V), Omega Fund V GP, L.P. (Omega V GP), Omega Fund V GP Manager, Ltd. (Omega V Ltd), Richard Lim (Lim), Otello Stampacchia (Stampacchia), Claudio Nessi (Nessi), and Anne-Mari Paster (Paster) (together, the Reporting Persons). Omega IV Ltd and Omega V Ltd serve as the general partners of Omega IV GP and Omega V GP respectively, which serve as the general partners of Omega Fund IV and Omega Fund V respectively; each of Omega IV Ltd and Omega IV GP may be deemed to own beneficially the shares held by Omega Fund IV; and each of Omega V Ltd and Omega V GP may be deemed to own beneficially the shares held by Omega Fund V. Lim, Stampacchia, and Paster are the directors of Omega IV Ltd and Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund IV and Omega Fund V. Nessi is a director of Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund V. The Reporting Persons may be deemed a group for purposes of Section 13 of the Exchange Act and expressly disclaim status as a group for purposes of this Schedule 13G. |
| (2) | The following percentages are based on 45,142,090 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 8, 2018. |
| CUSIP NO. 89374L104 | 13G | Page 12 of 17 |
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 Translate Bio, Inc. (the Issuer).
| Item 1(a) | Name of Issuer: |
Translate Bio, Inc. (the Issuer)
| Item 1(b) | Address of Issuers principal executive offices: |
Translate Bio, Inc.
29 Hartwell Avenue
Lexington, MA 02421
| Items 2(a) | Name of Reporting Persons filing: |
Omega Fund IV, L.P. (Omega Fund IV)
Omega Fund IV GP, L.P. (Omega IV GP)
Omega Fund IV GP Manager, Ltd. (Omega IV Ltd)
Omega Fund V, L.P. (Omega Fund V)
Omega Fund V GP, L.P. (Omega V GP)
Omega Fund V GP Manager, Ltd. (Omega V Ltd)
Richard Lim (Lim)
Otello Stampacchia (Stampacchia)
Claudio Nessi (Nessi)
Anne-Mari Paster (Paster)
| Item 2(b) | Address or principal business office or, if none, residence: |
The address of the principal business office of Omega Fund IV, Omega Fund V, Omega IV GP, Omega V GP, Omega IV Ltd, Omega V Ltd, Lim, Stampacchia, Nessi, and Paster, is c/o Omega Fund Management, LLC, 185 Dartmouth Street, Suite 502, Boston, MA 02116.
| Item 2(c) | Citizenship: |
| Name | Citizenship or Place of Organization | |||
| Omega Fund IV | Cayman Islands | |||
| Omega IV GP | Cayman Islands | |||
| Omega IV Ltd | Cayman Islands | |||
| Omega Fund V | Cayman Islands | |||
| Omega V GP | Cayman Islands | |||
| Omega V Ltd | Cayman Islands | |||
| Lim | United States of America | |||
| Stampacchia | Italy | |||
| Nessi | Switzerland | |||
| Paster | United States of America |
| Item 2(d) | Title of class of securities: |
Common Stock
| Item 2(e) | CUSIP No.: |
89374L104
Item 3 If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filings is a:
Not applicable.
| CUSIP NO. 89374L104 | 13G | Page 13 of 17 |
| Item 4 | Ownership |
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 February 13, 2019.
| Reporting Persons | Shares of Common Stock Held Directly | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Beneficial Ownership | Percentage of Class (1) | |||||||||||||||||||||
| Omega Fund IV(2)(3) | 979,179 | 0 | 979,179 | 0 | 979,179 | 979,179 | 2.2 | % | ||||||||||||||||||||
| Omega IV GP(2)(3) | 0 | 0 | 979,179 | 0 | 979,179 | 979,179 | 2.2 | % | ||||||||||||||||||||
| Omega IV Ltd(2)(3) | 0 | 0 | 979,179 | 0 | 979,179 | 979,179 | 2.2 | % | ||||||||||||||||||||
| Omega Fund V(2)(3) | 1,458,424 | 0 | 1,458,424 | 0 | 1,458,424 | 1,458,424 | 3.2 | % | ||||||||||||||||||||
| Omega V GP(2)(3) | 0 | 0 | 1,458,424 | 0 | 1,458,424 | 1,458,424 | 3.2 | % | ||||||||||||||||||||
| Omega V Ltd(2)(3) | 0 | 0 | 1,458,424 | 0 | 1,458,424 | 1,458,424 | 3.2 | % | ||||||||||||||||||||
| Lim (2)(3) | 0 | 0 | 2,437,603 | 0 | 2,437,603 | 2,437,603 | 5.4 | % | ||||||||||||||||||||
| Stampacchia(2)(3) | 0 | 0 | 2,437,603 | 0 | 2,437,603 | 2,437,603 | 5.4 | % | ||||||||||||||||||||
| Nessi(2)(3) | 0 | 0 | 1,458,424 | 0 | 1,458,424 | 1,458,424 | 3.2 | % | ||||||||||||||||||||
| Paster(2)(3) | 0 | 0 | 2,437,603 | 0 | 2,437,603 | 2,437,603 | 5.4 | % | ||||||||||||||||||||
| (1) | The following percentages are based on 45,142,090 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 8, 2018. |
| (2) | Omega Fund IV owns 979,179 shares of Common Stock, and Omega Fund V owns 1,458,424 shares of Common Stock. Omega IV Ltd and Omega V Ltd serve as the general partners of Omega IV GP and Omega V GP, respectively, which serve as the general partners of Omega Fund IV and Omega Fund V, respectively; each of Omega IV Ltd and Omega IV GP may be deemed to own beneficially the shares held by Omega Fund IV; and each of Omega V Ltd and Omega V GP may be deemed to own beneficially the shares held by Omega Fund V. Lim, Stampacchia, and Paster are the directors of Omega IV Ltd and Omega V Ltd and may be deemed to beneficially own the shares held by Omega IV Fund and Omega V Fund respectively. Nessi is a director of Omega V Ltd and maybe deemed to own beneficially the shares held by Omega Fund V. |
| (3) | The Reporting Persons may be deemed a group for purposes of Section 13 of the Exchange Act and expressly disclaim status as a group for purposes of this Schedule 13G. |
| Item 5 | Ownership of Five Percent or Less of a Class |
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: ☐
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person |
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.
| CUSIP NO. 89374L104 | 13G | Page 14 of 17 |
| 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 Rule 14a-11.
| CUSIP NO. 89374L104 | 13G | Page 15 of 17 |
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, 2019 | |
| OMEGA FUND IV, L.P. | ||
| BY: | Omega Fund IV GP, L.P. | |
| ITS: | GENERAL PARTNER | |
| BY: | Omega Fund IV GP Manager, Ltd. | |
| ITS: | GENERAL PARTNER | |
| By: | /s/ Anne-Mari Paster | |
| Director | ||
| OMEGA FUND IV GP, L.P | ||
| BY: | Omega Fund IV GP Manager, Ltd. | |
| ITS: | GENERAL PARTNER | |
| By: | /s/ Anne-Mari Paster | |
| Director | ||
| OMEGA FUND IV GP MANAGER, LTD. | ||
| By: | /s/ Anne-Mari Paster | |
| Director | ||
| * | ||
| Richard Lim | ||
| * | ||
| Otello Stampacchia | ||
| /s/ Anne-Mari Paster | ||
| Anne-Mari Paster, as Attorney-in-Fact, pursuant to that Power of Attorney filed with the Securities and Exchange Commission on July 19, 2018 in connection with a Form 3 filing for Replimune Group, Inc., which power of attorney is incorporated herein by reference.* | ||
| OMEGA FUND V, L.P. | ||
| BY: | Omega Fund IV GP, L.P. | |
| ITS: | GENERAL PARTNER | |
| BY: | Omega Fund IV GP Manager, Ltd. | |
| ITS: | GENERAL PARTNER | |
| By: | /s/ Anne-Mari Paster | |
| Director | ||
| CUSIP NO. 89374L104 | 13G | Page 16 of 17 |
| OMEGA FUND V GP, L.P | ||
| BY: | Omega Fund IV GP Manager, Ltd. | |
| ITS: | GENERAL PARTNER | |
| By: | /s/ Anne-Mari Paster | |
| Director | ||
| OMEGA FUND V GP MANAGER, LTD. | ||
| By: | /s/ Anne-Mari Paster | |
| Director | ||
| * | ||
| Richard Lim | ||
| * | ||
| Otello Stampacchia | ||
| * | ||
| Claudio Nessi | ||
| /s/ Anne-Mari Paster | ||
| Anne-Mari Paster, as Attorney-in-Fact, pursuant to that Power of Attorney filed with the Securities and Exchange Commission on July 19, 2018 in connection with a Form 3 filing for Replimune Group, Inc., which power of attorney is incorporated herein by reference.* | ||
| CUSIP NO. 89374L104 | 13G | Page 17 of 17 |
Exhibit(s):
| Exhibit 99.1: | Joint Filing Statement |
Exhibit 99.1
| CUSIP No. 89374L104 | 13G |
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Stock of Translate Bio, Inc.
| Dated: | February 13, 2019 | |
| OMEGA FUND IV, L.P. | ||
| BY: | Omega Fund IV GP, L.P. | |
| ITS: | GENERAL PARTNER | |
| BY: | Omega Fund IV GP Manager, Ltd. | |
| ITS: | GENERAL PARTNER | |
| By: | /s/ Anne-Mari Paster | |
| Director | ||
| OMEGA FUND IV GP, L.P | ||
| BY: | Omega Fund IV GP Manager, Ltd. | |
| ITS: | GENERAL PARTNER | |
| By: | /s/ Anne-Mari Paster | |
| Director | ||
| OMEGA FUND IV GP MANAGER, LTD. | ||
| By: | /s/ Anne-Mari Paster | |
| Director | ||
| OMEGA FUND V, L.P. | ||
| BY: | Omega Fund V GP, L.P. | |
| ITS: | GENERAL PARTNER | |
| BY: | Omega Fund V GP Manager, Ltd. | |
| ITS: | GENERAL PARTNER | |
| By: | /s/ Anne-Mari Paster | |
| Director | ||
| OMEGA FUND V GP, L.P | ||
| BY: | Omega Fund V GP Manager, Ltd. | |
| ITS: | GENERAL PARTNER | |
| By: | /s/ Anne-Mari Paster | |
| Director | ||
| OMEGA FUND V GP MANAGER, LTD. | ||
| By: | /s/ Anne-Mari Paster | |
| Director | ||
| * | ||
| Richard Lim | ||
| CUSIP No. 89374L104 | 13G |
| * |
| Otello Stampacchia |
| * |
| Claudio Nessi |
| /s/ Anne-Mari Paster |
| Anne-Mari Paster, as Attorney-in-Fact, pursuant to that Power of Attorney filed with the Securities and Exchange Commission on July 19, 2018 in connection with a Form 3 filing for Replimune Group, Inc., which power of attorney is incorporated herein by reference.* |