Filing Details

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

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SCHEDULE 13D

 

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Under the Securities Exchange Act of 1934

(Amendment No. __)*

 

 

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(Name of Issuer)

 

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(Title of Class of Securities)

 

(CUSIP Number)

 

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

 

(Date of Event which Requires Filing of this Statement)

 

 

 

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CUSIP No.     82622H108

13D

Page 2 of 18 Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	ARCH Venture Fund VIII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0 shares
		8	SHARED VOTING POWER
			5,798,868 shares
		9	SOLE DISPOSITIVE POWER
			0 shares
		10	SHARED DISPOSITIVE POWER
			5,798,868 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,798,868 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No.     82622H108

13D

Page 4 of 18 Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	ARCH Venture Partners VIII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0 shares
		8	SHARED VOTING POWER
			5,798,868 shares
		9	SOLE DISPOSITIVE POWER
			0 shares
		10	SHARED DISPOSITIVE POWER
			5,798,868 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,798,868 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No.     82622H108

13D

Page 5 of 18 Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	ARCH Venture Partners VIII, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0 shares
		8	SHARED VOTING POWER
			5,798,868 shares
		9	SOLE DISPOSITIVE POWER
			0 shares
		10	SHARED DISPOSITIVE POWER
			5,798,868 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,798,868 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No.     82622H108

13D

Page 6 of 18 Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	ARCH Venture Fund X Overage, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0 shares
		8	SHARED VOTING POWER
			5,798,868 shares
		9	SOLE DISPOSITIVE POWER
			0 shares
		10	SHARED DISPOSITIVE POWER
			5,798,868 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,798,868 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No.     82622H108

13D

Page 8 of 18 Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	ARCH Venture Partners X, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0 shares
		8	SHARED VOTING POWER
			5,798,868 shares
		9	SOLE DISPOSITIVE POWER
			0 shares
		10	SHARED DISPOSITIVE POWER
			5,798,868 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,798,868 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No.     82622H108

13D

Page 10 of 18 Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Steven Gillis
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0 shares
		8	SHARED VOTING POWER
			5,798,868 shares
		9	SOLE DISPOSITIVE POWER
			0 shares
		10	SHARED DISPOSITIVE POWER
			5,798,868 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,798,868 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 

 

Schedule 13D

 

On February 22, 2019, ARCH Venture Fund VIII closed on the purchase of 150,000 shares of Common Stock at a purchase price of $2.50 per share.  The working capital of ARCH Venture Fund VIII was the source of the funds for the purchase.  No part of the purchase price paid by this entity was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the shares of Common Stock described above.  The total amount paid by ARCH Venture Fund VIII for securities purchased in the above-listed transactions is as follows:

On February 22, 2019, AVF VIII Overage LP closed on the purchase of 150,000 shares of Common Stock at a purchase price of $2.50 per share.  The working capital of AVF VIII Overage LP was the source of the funds for the purchase.  No part of the purchase price paid by this entity was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the shares of Common Stock described above.  The total amount paid by AVF VIII Overage LP for securities purchased in the above-listed transactions is as follows:

On February 22, 2019, AVF X Overage closed on the purchase of 1,865,800 shares of Common Stock at a purchase price of $2.50 per share.  The working capital of AVF X Overage was the source of the funds for the purchase.  No part of the purchase price paid by this entity was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the shares of Common Stock described above.  The total amount paid by AVF X Overage for securities purchased in the above-listed transactions is as follows:

Item 4.

Purpose of Transaction.

 

 

(d)	Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)	Any material change in the present capitalization or dividend policy of the Issuer;

(f)	Any other material change in the Issuer's business or corporate structure;

(g)	Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h)	Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)	A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

(j)	Any action similar to any of those enumerated above.

(a)

ARCH Venture Fund VIII is the record owner of 2,900,575 shares of Common Stock ("AVF VIII Record Shares"). AVP VIII LP, as the sole general partner of ARCH Venture Fund VIII, may be deemed to beneficially own the AVF VIII Record Shares.  AVP VIII LLC, as the sole general partner of AVP VIII LP, may be deemed to beneficially own the AVF VIII Record Shares.

AVF VIII Overage LP is the record holder of 1,032,493 shares of Common Stock ("VIII Overage Record Shares").  AVP VIII LLC, as the sole general partner of AVF VIII Overage LP, may be deemed to beneficially own the VIII Overage Record Shares. 

AVF X Overage is the record holder of 1,865,800 shares of Common Stock ("X Overage Record Shares").  AVP X Overage LP, as the sole general partner of AVF X Overage, may be deemed to beneficially own the X Overage Record Shares.   AVF X LLC, as the sole general partner of AVP X Overage LP, may be deemed to beneficially own the X Overage Record Shares.  

 

The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet.  Such percentage was calculated based on the 29,140,101 shares of Common Stock reported by the Issuer to be outstanding after the closing of the Issuer's follow on public offering on February 22, 2019 in the Issuer's prospectus Form 424B5 filed with the Securities and Exchange Commission on February 21, 2019.

(b)	Regarding the number of shares as to which such person has:

(i)

sole power to vote or to direct the vote:  See line 7 of cover sheets.

(ii)

shared power to vote or to direct the vote:  See line 8 of cover sheets.

(iii)

sole power to dispose or to direct the disposition:  See line 9 of cover sheets.

(iv)

shared power to dispose or to direct the disposition:  See line 10 of cover sheets.

 

(c)	Except as set forth above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.

(e)

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, shares beneficially owned by any of the Reporting Persons.

(f)

Not applicable

Item 6.

Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.

 

ARCH Venture Fund VIII and AVF VIII Overage Fund, L.P. are parties to that certain Amended and Restated Investors' Rights Agreement, dated April 12, 2017 (the "Investor Rights Agreement"), which is attached as an exhibit to the Issuer's Form S-1 filed on July 3, 2017  and incorporated by reference herein.  Effective as of the closing of the Issuer's initial public offering, the covenants relating to inspection and information rights set forth in Section 3 were terminated.  Pursuant to the Investor Rights Agreement, ARCH Venture Fund VIII and AVF VIII Overage, L.P. I have certain registration rights with respect to its Common Stock.  ARCH Venture Fund VIII, AVF VIII Overage Fund, L.P., AVF X Overage and Burow have entered into lock-up agreements with the underwriters of the Issuer's follow on public offering on February 22, 2019 pursuant to which ARCH Venture Fund VIII, AVF VIII Overage Fund, L.P., AVF X Overage and Burow have generally agreed, subject to certain exceptions, not to offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, directly or indirectly, or enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock for a period of 60 days after February 22, 2019.

 

Item 7.

Material to be Filed as Exhibits.

 

 

ARCH VENTURE FUND VIII, L.P.

its General Partner

its General Partner

        Keith Crandell

        Managing Director

ARCH VENTURE PARTNERS VIII, L.P.

its General Partner

         Keith Crandell

         Managing Director

ARCH VENTURE PARTNERS VIII, LLC

         Keith Crandell

         Managing Director

ARCH VENTURE FUND VIII OVERAGE, L.P.

its General Partner

        Keith Crandell

        Managing Director

ARCH VENTURE FUND X OVERAGE, L.P.

its General Partner

its General Partner

         Keith Crandell

          Managing Director

 

 

 

 

 

Keith Crandell

Clinton Bybee

Robert Nelsen

Steven Gillis

Kristina Burow

 

 

            Mark McDonnell as

            Attorney-in-Fact

*     This Agreement of Joint Filing was executed by Mark McDonnell pursuant to a Power of Attorney filed as Exhibit 24 to the Form 4 relating to the beneficial ownership of shares of Sienna Biopharmaceuticals, Inc. by the Reporting Persons filed with the Securities Exchange Commission on February 26, 2019 and incorporated herein in its entirety by reference.