Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

 

Forty Seven, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

34983P 104

(CUSIP Number)

 

Andrew Moley

Lightspeed Venture Partners

2200 Sand Hill Road

Menlo Park, CA  94025

Telephone:  (650) 234-8300

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

 

March 11, 2020

(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. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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 (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. 34983P 104

 

1.	Name of Reporting Persons. Lightspeed Venture Partners X, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X (1)
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 Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 403,904 (2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 403,904 (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 403,904 (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.	Percent of Class Represented by Amount in Row (11) 1.0% (3)
14.	Type of Reporting Person (See Instructions) PN

 

(1)         This Schedule 13D is filed by Lightspeed Venture Partners X, L.P., a Cayman Islands exempted limited partnership (Lightspeed X), Lightspeed Affiliates X, L.P., a Cayman Islands exempted limited partnership (Lightspeed Affiliates), Lightspeed General Partner X, L.P., a Cayman Islands exempted limited partnership (LGP X), Lightspeed Ultimate General Partner X, Ltd., a Cayman Islands exempted company (LUGP X), Lightspeed Venture Partners Select II, L.P., a Cayman Islands exempted limited partnership (Lightspeed Select II), Lightspeed General Partner Select II, L.P., a Cayman Islands exempted limited partnership (LGP Select II), Lightspeed Ultimate General Partner Select II, Ltd., a Cayman Islands exempted company (LUGP Select II), Barry Eggers (Eggers), Jeremy Liew (Liew), Ravi Mhatre (Mhatre) and Peter Y. Nieh (Nieh and together with Lightspeed X, Lightspeed Affiliates, LGP X, LUGP X, Lightspeed Select II, LGP Select II, LUGP Select II, Eggers, Liew, Mhatre and Nieh, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.

 

(2)         Includes (a) 336,868 shares of Common Stock held by Lightspeed X and (b) 67,036 shares of Common Stock held by Lightspeed Affiliates.  LUGP X serves as the sole general partner of LGP X, which serves as the sole general partner of Lightspeed X and Lightspeed Affiliates.  Eggers, Liew, Mhatre and Nieh are directors of LUGP X and share voting and dispositive power over the shares held by Lightspeed X and Lightspeed Affiliates.

 

(3)         This percentage is calculated based upon 42,276,130 shares of the Issuers Common Stock outstanding as of November 5, 2019 (as reported by the Issuer in the Form 10-Q filed on November 12, 2019).

 

1

 

CUSIP No. 34983P 104

 

1.	Name of Reporting Persons. Lightspeed Affiliates X, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X (1)
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 Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 403,904 (2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 403,904 (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 403,904 (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.	Percent of Class Represented by Amount in Row (11) 1.0% (3)
14.	Type of Reporting Person (See Instructions) PN

 

(1)         This Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.

 

(2)         Includes (a) 336,868 shares of Common Stock held by Lightspeed X and (b) 67,036 shares of Common Stock held by Lightspeed Affiliates.  LUGP X serves as the sole general partner of LGP X, which serves as the sole general partner of Lightspeed X and Lightspeed Affiliates.  Eggers, Liew, Mhatre and Nieh are directors of LUGP X and share voting and dispositive power over the shares held by Lightspeed X and Lightspeed Affiliates.

 

(3)         This percentage is calculated based upon 42,276,130 shares of the Issuers Common Stock outstanding as of November 5, 2019 (as reported by the Issuer in the Form 10-Q filed on November 12, 2019).

 

2

 

CUSIP No. 34983P 104

 

1.	Name of Reporting Persons. Lightspeed General Partner X, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X (1)
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 Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 403,904 (2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 403,904 (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 403,904 (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.	Percent of Class Represented by Amount in Row (11) 1.0% (3)
14.	Type of Reporting Person (See Instructions) PN

 

(1)         This Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.

 

(2)         Includes (a) 336,868 shares of Common Stock held by Lightspeed X and (b) 67,036 shares of Common Stock held by Lightspeed Affiliates.  LUGP X serves as the sole general partner of LGP X, which serves as the sole general partner of Lightspeed X and Lightspeed Affiliates.  Eggers, Liew, Mhatre and Nieh are directors of LUGP X and share voting and dispositive power over the shares held by Lightspeed X and Lightspeed Affiliates.

 

(3)         This percentage is calculated based upon 42,276,130 shares of the Issuers Common Stock outstanding as of November 5, 2019 (as reported by the Issuer in the Form 10-Q filed on November 12, 2019).

 

3

 

CUSIP No. 34983P 104

 

1.	Name of Reporting Persons. Lightspeed Ultimate General Partner X, Ltd.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X (1)
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 Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 403,904 (2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 403,904 (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 403,904 (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.	Percent of Class Represented by Amount in Row (11) 1.0% (3)
14.	Type of Reporting Person (See Instructions) PN

 

(1)         This Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.

 

(2)         Includes (a) 336,868 shares of Common Stock held by Lightspeed X and (b) 67,036 shares of Common Stock held by Lightspeed Affiliates.  LUGP X serves as the sole general partner of LGP X, which serves as the sole general partner of Lightspeed X and Lightspeed Affiliates.  Eggers, Liew, Mhatre and Nieh are directors of LUGP X and share voting and dispositive power over the shares held by Lightspeed X and Lightspeed Affiliates.

 

(3)         This percentage is calculated based upon 42,276,130 shares of the Issuers Common Stock outstanding as of November 5, 2019 (as reported by the Issuer in the Form 10-Q filed on November 12, 2019).

 

4

 

CUSIP No. 34983P 104

 

1.	Name of Reporting Persons. Lightspeed Venture Partners Select II, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X (1)
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 Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 496,769 (2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 496,769 (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 496,769 (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.	Percent of Class Represented by Amount in Row (11) 1.2% (3)
14.	Type of Reporting Person (See Instructions) PN

 

(1)         This Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.

 

(2)         Includes 496,769 shares of Common Stock held by Lightspeed Select II.  LUGP Select II serves as the sole general partner of LGP Select II, which serves as the sole general partner of Lightspeed Select II.  Eggers, Liew, Mhatre and Nieh are directors of LUGP Select II and share voting and dispositive power over the shares held by Lightspeed Select II.

 

(3)         This percentage is calculated based upon 42,276,130 shares of the Issuers Common Stock outstanding as of November 5, 2019 (as reported by the Issuer in the Form 10-Q filed on November 12, 2019).

 

5

 

CUSIP No. 34983P 104

 

1.	Name of Reporting Persons. Lightspeed General Partner Select II, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X (1)
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 Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 496,769 (2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 496,769 (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 496,769 (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.	Percent of Class Represented by Amount in Row (11) 1.2% (3)
14.	Type of Reporting Person (See Instructions) PN

 

(1)         This Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.

 

(2)         Includes 496,769 shares of Common Stock held by Lightspeed Select II.  LUGP Select II serves as the sole general partner of LGP Select II, which serves as the sole general partner of Lightspeed Select II.  Eggers, Liew, Mhatre and Nieh are directors of LUGP Select II and share voting and dispositive power over the shares held by Lightspeed Select II.

 

(3)         This percentage is calculated based upon 42,276,130 shares of the Issuers Common Stock outstanding as of November 5, 2019 (as reported by the Issuer in the Form 10-Q filed on November 12, 2019).

 

6

 

CUSIP No. 34983P 104

 

1.	Name of Reporting Persons. Lightspeed Ultimate General Partner Select II, Ltd.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X (1)
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 Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 496,769 (2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 496,769 (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 496,769 (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.	Percent of Class Represented by Amount in Row (11) 1.2% (3)
14.	Type of Reporting Person (See Instructions) PN

 

(1)         This Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.

 

(2)         Includes 496,769 shares of Common Stock held by Lightspeed Select II.  LUGP Select II serves as the sole general partner of LGP Select II, which serves as the sole general partner of Lightspeed Select II.  Eggers, Liew, Mhatre and Nieh are directors of LUGP Select II and share voting and dispositive power over the shares held by Lightspeed Select II.

 

(3)         This percentage is calculated based upon 42,276,130 shares of the Issuers Common Stock outstanding as of November 5, 2019 (as reported by the Issuer in the Form 10-Q filed on November 12, 2019).

 

7

 

CUSIP No. 34983P 104

 

1.	Name of Reporting Persons. Barry Eggers
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X (1)
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) OO
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:		7.	Sole Voting Power 66,165 (2)
		8.	Shared Voting Power 900,673 (3) (4)
		9.	Sole Dispositive Power 66,165 (2)
		10.	Shared Dispositive Power 900,673 (3) (4)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 966,838 (2) (3) (4)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.	Percent of Class Represented by Amount in Row (11) 2.3% (5)
14.	Type of Reporting Person (See Instructions) IN

 

(1)         This Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.

 

(2)         Includes 66,165 shares of Common Stock held by Eggers Investments LP Fund 2.  Eggers serves as trustee of the general partner of Eggers Investments LP Fund 2 and accordingly exercises sole voting and dispositive power over the shares held by Eggers Investments LP Fund 2.

 

(3)         Includes (a) 336,868 shares of Common Stock held by Lightspeed X and (b) 67,036 shares of Common Stock held by Lightspeed Affiliates.  LUGP X serves as the sole general partner of LGP X, which serves as the sole general partner of Lightspeed X and Lightspeed Affiliates.  Eggers, Liew, Mhatre and Nieh are directors of LUGP X and share voting and dispositive power over the shares held by Lightspeed X and Lightspeed Affiliates.

 

(4)         Includes 496,769 shares of Common Stock held by Lightspeed Select II.  LUGP Select II serves as the sole general partner of LGP Select II, which serves as the sole general partner of Lightspeed Select II.  Eggers, Liew, Mhatre and Nieh are directors of LUGP Select II and share voting and dispositive power over the shares held by Lightspeed Select II.

 

(5)         This percentage is calculated based upon 42,276,130 shares of the Issuers Common Stock outstanding as of November 5, 2019 (as reported by the Issuer in the Form 10-Q filed on November 12, 2019).

 

8

 

CUSIP No. 34983P 104

 

1.	Name of Reporting Persons. Jeremy Liew
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X (1)
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) OO
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:		7.	Sole Voting Power 71,086
		8.	Shared Voting Power 900,673 (2) (3)
		9.	Sole Dispositive Power 71,086
		10.	Shared Dispositive Power 900,673 (2) (3)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 971,759 (2) (3)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.	Percent of Class Represented by Amount in Row (11) 2.3% (4)
14.	Type of Reporting Person (See Instructions) IN

 

(1)         This Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.

 

(2)         Includes (a) 336,868 shares of Common Stock held by Lightspeed X and (b) 67,036 shares of Common Stock held by Lightspeed Affiliates.  LUGP X serves as the sole general partner of LGP X, which serves as the sole general partner of Lightspeed X and Lightspeed Affiliates.  Eggers, Liew, Mhatre and Nieh are directors of LUGP X and share voting and dispositive power over the shares held by Lightspeed X and Lightspeed Affiliates.

 

(3)         Includes 496,769 shares of Common Stock held by Lightspeed Select II.  LUGP Select II serves as the sole general partner of LGP Select II, which serves as the sole general partner of Lightspeed Select II.  Eggers, Liew, Mhatre and Nieh are directors of LUGP Select II and share voting and dispositive power over the shares held by Lightspeed Select II.

 

(4)         This percentage is calculated based upon 42,276,130 shares of the Issuers Common Stock outstanding as of November 5, 2019 (as reported by the Issuer in the Form 10-Q filed on November 12, 2019).

 

9

 

CUSIP No. 34983P 104

 

1.	Name of Reporting Persons. Ravi Mhatre
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X (1)
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) OO
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:		7.	Sole Voting Power 237,944 (2)
		8.	Shared Voting Power 900,673 (3) (4)
		9.	Sole Dispositive Power 237,944 (2)
		10.	Shared Dispositive Power 900,673 (3) (4)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,138,617 (2) (3) (4)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.	Percent of Class Represented by Amount in Row (11) 2.7% (5)
14.	Type of Reporting Person (See Instructions) IN

 

(1)         This Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.

 

(2)         Includes (a) 66,743 shares of Common Stock held by Mhatre Investments LP- Fund 1, (b) 71,086 shares of Common Stock held by Mhatre Investments LP- Fund 3, and (c) 33,372 shares of Common Stock held by Mhatre 2011 Irrevocable Childrens Trust. Mhatre serves as (i) trustee of the general partner of Mhatre Investments LP- Fund 1 and the general partner of Mhatre Investments LP- Fund 3 and (ii) trustee of Mhatre 2011 Irrevocable Childrens Trust, and accordingly exercises sole voting and dispositive power over the shares held by Mhatre Investments LP- Fund 1, Mhatre Investments LP- Fund 3 and Mhatre 2011 Irrevocable Childrens Trust.

 

(3)         Includes (a) 336,868 shares of Common Stock held by Lightspeed X and (b) 67,036 shares of Common Stock held by Lightspeed Affiliates.  LUGP X serves as the sole general partner of LGP X, which serves as the sole general partner of Lightspeed X and Lightspeed Affiliates.  Eggers, Liew, Mhatre and Nieh are directors of LUGP X and share voting and dispositive power over the shares held by Lightspeed X and Lightspeed Affiliates.

 

(4)         Includes 496,769 shares of Common Stock held by Lightspeed Select II.  LUGP Select II serves as the sole general partner of LGP Select II, which serves as the sole general partner of Lightspeed Select II.  Eggers, Liew, Mhatre and Nieh are directors of LUGP Select II and share voting and dispositive power over the shares held by Lightspeed Select II.

 

(5)         This percentage is calculated based upon 42,276,130 shares of the Issuers Common Stock outstanding as of November 5, 2019 (as reported by the Issuer in the Form 10-Q filed on November 12, 2019).

 

10

 

CUSIP No. 34983P 104

 

1.	Name of Reporting Persons. Peter Y. Nieh
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X (1)
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) OO
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:		7.	Sole Voting Power 67,500
		8.	Shared Voting Power 966,838 (2) (3) (4)
		9.	Sole Dispositive Power 67,500
		10.	Shared Dispositive Power 966,838 (2) (3) (4)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,034,338 (2) (3) (4)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.	Percent of Class Represented by Amount in Row (11) 2.4% (5)
14.	Type of Reporting Person (See Instructions) IN

 

(1)         This Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.

 

(2)         Includes (a) 51,045 shares of Common Stock held by Nieh Family Investments LP- Fund 3 and (b) 14,760 shares of Common Stock held by Nieh Family Investments LP- Fund 4. Nieh serves as co-trustee of the general partner of Nieh Family Investments LP- Fund 3 and the general partner of Nieh Family Investments LP- Fund 4, and accordingly shares voting and dispositive power over the shares held by Nieh Family Investments LP- Fund 3 and Nieh Family Investments LP- Fund 4.

 

(3)         Includes (a) 336,868 shares of Common Stock held by Lightspeed X and (b) 67,036 shares of Common Stock held by Lightspeed Affiliates.  LUGP X serves as the sole general partner of LGP X, which serves as the sole general partner of Lightspeed X and Lightspeed Affiliates.  Eggers, Liew, Mhatre and Nieh are directors of LUGP X and share voting and dispositive power over the shares held by Lightspeed X and Lightspeed Affiliates.

 

(4)         Includes 496,769 shares of Common Stock held by Lightspeed Select II.  LUGP Select II serves as the sole general partner of LGP Select II, which serves as the sole general partner of Lightspeed Select II.  Eggers, Liew, Mhatre and Nieh are directors of LUGP Select II and share voting and dispositive power over the shares held by Lightspeed Select II.

 

(5)         This percentage is calculated based upon 42,276,130 shares of the Issuers Common Stock outstanding as of November 5, 2019 (as reported by the Issuer in the Form 10-Q filed on November 12, 2019).

 

11

 

Explanatory Note:

 

This Amendment No. 2 to Schedule 13D (Amendment No. 2) is being filed as an amendment to the statement on Schedule 13D relating to the common stock, par value $0.0001 per share (the Common Stock), of Forty Seven, Inc., a Delaware corporation (the Issuer), as filed with the Securities and Exchange Commission (the SEC) on July 13, 2018, as amended by Amendment No. 1 thereto filed with the SEC on August 9, 2019 (the Prior Schedule 13D).

 

All capitalized terms not otherwise defined herein shall have the meanings ascribed to the terms in the Prior Schedule 13D.  The Prior Schedule 13D is hereby amended and supplemented as follows and, except as expressly amended below, the Prior Schedule 13D remains in full force and effect.

 

Item 3. Source and Amount of Funds or Other Consideration is hereby amended to add the following:

 

On March 11, 2020, Lightspeed X and Lightspeed Select II distributed shares of Common Stock in kind, without consideration, to their partners in proportion to their respective interests therein.  Immediately upon receipt of shares from the aforementioned funds, LGP X and LGP Select II distributed shares of Common Stock in kind, without consideration, to their partners in proportion to their respective interests therein.

 

Item 5. Interest in Securities of the Issuer is hereby amended and restated as follows:

 

(a)  (b). The following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons is provided as of March 11, 2020:

 

Reporting Person		Shares Held Directly		Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power		Beneficial Ownership		Percentage of Class (4)
Lightspeed X (1)		336,868		0		403,904		0		403,904		403,904		1.0	%
Lightspeed Affiliates (1)		67,036		0		403,904		0		403,904		403,904		1.0	%
LGP X (1)		0		0		403,904		0		403,904		403,904		1.0	%
LUGP X (1)		0		0		403,904		0		403,904		403,904		1.0	%
Lightspeed Select II (2)		496,769		0		496,769		0		496,769		496,769		1.2	%
LGP Select II (2)		0		0		496,769		0		496,769		496,769		1.2	%
LUGP Select II (2)		0		0		496,769		0		496,769		496,769		1.2	%
Eggers (1) (2) (3)		66,165		66,165		900,673		66,165		900,673		966,838		2.3	%
Liew (1) (2)		71,086		71,086		900,673		71,086		900,673		971,759		2.3	%
Mhatre (1) (2) (4)		237,944		237,944		900,673		237,944		900,673		1,138,617		2.7	%
Nieh (1) (2) (5)		133,665		67,500		966,838		67,500		966,838		1,034,338		2.4	%

 

(1)         Shared power includes (a) 336,868 shares of Common Stock held by Lightspeed X and (b) 67,036 shares of Common Stock held by Lightspeed Affiliates.  LUGP X serves as the sole general partner of LGP X, which serves as the sole general partner of Lightspeed X and Lightspeed Affiliates.  Eggers, Liew, Mhatre and Nieh are directors of LUGP X and share voting and dispositive power over the shares held by Lightspeed X and Lightspeed Affiliates.

 

(2)         Shared power includes 496,769 shares of Common Stock held by Lightspeed Select II.  LUGP Select II serves as the sole general partner of LGP Select II, which serves as the sole general partner of Lightspeed Select II.  Eggers, Liew, Mhatre and Nieh are directors of LUGP Select II and share voting and dispositive power over the shares held by Lightspeed Select II.

 

(3)         Includes 66,165 shares of Common Stock held by Eggers Investments LP Fund 2.  Eggers serves as trustee of the general partner of Eggers Investments LP Fund 2 and accordingly exercises sole voting and dispositive power over the shares held by Eggers Investments LP Fund 2.

 

(4)         Includes (a) 66,743 shares of Common Stock held by Mhatre Investments LP- Fund 1, (b) 71,086 shares of Common Stock held by Mhatre Investments LP- Fund 3, and (c) 33,372 shares of Common Stock held by Mhatre 2011 Irrevocable Childrens Trust. Mhatre serves as (i) trustee of the general partner of Mhatre Investments LP- Fund 1 and the general partner of Mhatre Investments LP- Fund 3 and (ii) trustee of Mhatre 2011 Irrevocable Childrens Trust, and accordingly exercises sole voting and dispositive power over the shares held by Mhatre Investments LP- Fund 1, Mhatre Investments LP- Fund 3 and Mhatre 2011 Irrevocable Childrens Trust.

 

(5)         Includes (a) 51,045 shares of Common Stock held by Nieh Family Investments LP- Fund 3 and (b) 14,760 shares of Common Stock held by Nieh Family Investments LP- Fund 4. Nieh serves as co-trustee of the general partner of Nieh Family Investments LP- Fund 3 and the general partner of Nieh Family Investments LP- Fund 4, and accordingly shares voting and dispositive power over the shares held by Nieh Family Investments LP- Fund 3 and Nieh Family Investments LP- Fund 4.

 

(6)         This percentage is calculated based upon 42,276,130 shares of the Issuers Common Stock outstanding as of November 5, 2019 (as reported by the Issuer in the Form 10-Q filed on November 12, 2019).

 

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The information provided in Item 3 is hereby incorporated by reference.

 

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

 

(d)    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, the shares of Common Stock beneficially owned by any of the Reporting Persons.

 

(e)     The Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock on March 11, 2020.

 

Item 7.                                 Material to Be Filed as Exhibits

 

A.                                    Agreement regarding filing of joint Schedule 13D.

 

13

 

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.

 

Date:  March 13, 2020
Lightspeed Venture Partners X, L.P.
By:	Lightspeed General Partner X, L.P.
Its:	General Partner
By:	Lightspeed Ultimate General Partner X, Ltd.
Its:	General Partner
By:	/s/ Ravi Mhatre
	Authorized Representative
Lightspeed Affiliates X, L.P.
By:	Lightspeed General Partner X, L.P.
Its:	General Partner
By:	Lightspeed Ultimate General Partner X, Ltd.
Its:	General Partner
By:	/s/ Ravi Mhatre
	Authorized Representative
Lightspeed General Partner X, L.P.
By:	Lightspeed Ultimate General Partner X, Ltd.
Its:	General Partner
By:	/s/ Ravi Mhatre
	Authorized Representative
Lightspeed Ultimate General Partner X, Ltd.
By:	/s/ Ravi Mhatre
	Authorized Representative
Lightspeed Venture Partners Select II, L.P.
By:	Lightspeed General Partner Select II, L.P.
Its:	General Partner
By:	Lightspeed Ultimate General Partner Select II, Ltd.
Its:	General Partner
By:	/s/ Ravi Mhatre
	Authorized Representative

 

14

 

Lightspeed General Partner Select II, L.P.
By:	Lightspeed Ultimate General Partner Select II, Ltd.
Its:	General Partner
By:	/s/ Ravi Mhatre
	Authorized Representative
Lightspeed Ultimate General Partner Select II, Ltd.
By:	/s/ Ravi Mhatre
	Authorized Representative
By:	/s/ Barry Eggers
	Barry Eggers
By:	/s/ Jeremy Liew
	Jeremy Liew
By:	/s/ Ravi Mhatre
	Ravi Mhatre
By:	/s/ Peter Y. Nieh
	Peter Y. Nieh

 

15

 

Exhibit Index

 

A.                                    Agreement regarding filing of joint Schedule 13D.

 

16

 

Exhibit A

 

Joint Filing Statement

 

We, the undersigned, hereby express our agreement that the attached Schedule 13D (and any amendments thereto) relating to the beneficial ownership by the undersigned of the Common Stock of Forty Seven, Inc. is filed on behalf of each of the undersigned.

 

Date:  March 13, 2020
Lightspeed Venture Partners X, L.P.
By:	Lightspeed General Partner X, L.P.
Its:	General Partner
By:	Lightspeed Ultimate General Partner X, Ltd.
Its:	General Partner
By:	/s/ Ravi Mhatre
	Authorized Representative
Lightspeed Affiliates X, L.P.
By:	Lightspeed General Partner X, L.P.
Its:	General Partner
By:	Lightspeed Ultimate General Partner X, Ltd.
Its:	General Partner
By:	/s/ Ravi Mhatre
	Authorized Representative
Lightspeed General Partner X, L.P.
By:	Lightspeed Ultimate General Partner X, Ltd.
Its:	General Partner
By:	/s/ Ravi Mhatre
	Authorized Representative
Lightspeed Ultimate General Partner X, Ltd.
By:	/s/ Ravi Mhatre
	Authorized Representative

 

17

 

Lightspeed Venture Partners Select II, L.P.
By:	Lightspeed General Partner Select II, L.P.
Its:	General Partner
By:	Lightspeed Ultimate General Partner Select II, Ltd.
Its:	General Partner
By:	/s/ Ravi Mhatre
	Authorized Representative

 

Lightspeed General Partner Select II, L.P.
By:	Lightspeed Ultimate General Partner Select II, Ltd.
Its:	General Partner
By:	/s/ Ravi Mhatre
	Authorized Representative
Lightspeed Ultimate General Partner Select II, Ltd.
By:	/s/ Ravi Mhatre
	Authorized Representative
	/s/ Barry Eggers
	Barry Eggers
	/s/ Jeremy Liew
	Jeremy Liew
	/s/ Ravi Mhatre
	Ravi Mhatre
	/s/ Peter Y. Nieh
	Peter Y. Nieh

 

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