Filing Details
- Accession Number:
- 0001193125-22-039978
- Form Type:
- 13G Filing
- Publication Date:
- 2022-02-13 19:00:00
- Filed By:
- Sb Global Advisers Ltd
- Company:
- Seer Inc.
- Filing Date:
- 2022-02-14
- 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 |
|---|---|---|---|---|---|---|
| SB Global Advisers Limited | 0 | 5,135,383 | 0 | 5,135,383 | 5,135,383 | 9.0% |
| SoftBank Vision Fund II | 0 | 5,135,383 | 0 | 5,135,383 | 5,135,383 | 9.0% |
| SVF II Aggregator (Jersey) | 0 | 5,135,383 | 0 | 5,135,383 | 5,135,383 | 9.0% |
| SVF II Holdings (DE) | 0 | 5,135,383 | 0 | 5,135,383 | 5,135,383 | 9.0% |
| SVF II Oyster (DE) | 0 | 5,135,383 | 0 | 5,135,383 | 5,135,383 | 9.0% |
| SB Investment Advisers (UK) Limited | 0 | 0 | 0 | 0 | 0 | 0.0% |
| SVF II AIV-1 (DE) | 0 | 0 | 0 | 0 | 0 | 0.0% |
United States
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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Seer, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
81578P106
(CUSIP Number)
December 31, 2021
(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).
Schedule 13G
| CUSIP No. 81578P106 | Page 1 of 13 |
| 1 | Names of Reporting Persons
SB Global Advisers Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
England and Wales | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
5,135,383 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
5,135,383 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,135,383 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
9.0% | |||||
| 12 | Type of Reporting Person
CO | |||||
Schedule 13G
| CUSIP No. 81578P106 | Page 2 of 13 |
| 1 | Names of Reporting Persons
SoftBank Vision Fund II-2 L.P. | |||||
| 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
0 | ||||
| 6 | Shared Voting Power
5,135,383 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
5,135,383 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,135,383 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
9.0% | |||||
| 12 | Type of Reporting Person
PN | |||||
Schedule 13G
| CUSIP No. 81578P106 | Page 3 of 13 |
| 1 | Names of Reporting Persons
SVF II Aggregator (Jersey) L.P. | |||||
| 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
0 | ||||
| 6 | Shared Voting Power
5,135,383 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
5,135,383 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,135,383 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
9.0% | |||||
| 12 | Type of Reporting Person
PN | |||||
Schedule 13G
| CUSIP No. 81578P106 | Page 4 of 13 |
| 1 | Names of Reporting Persons
SVF II Holdings (DE) LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
5,135,383 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
5,135,383 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,135,383 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
9.0% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
Schedule 13G
| CUSIP No. 81578P106 | Page 5 of 13 |
| 1 | Names of Reporting Persons
SVF II Oyster (DE) LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
5,135,383 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
5,135,383 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,135,383 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
9.0% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
Schedule 13G
| CUSIP No. 81578P106 | Page 6 of 13 |
| 1 | Names of Reporting Persons
SB Investment Advisers (UK) Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
England and Wales | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0.0% | |||||
| 12 | Type of Reporting Person
CO | |||||
Schedule 13G
| CUSIP No. 81578P106 | Page 7 of 13 |
| 1 | Names of Reporting Persons
SVF II AIV-1 (DE) L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0.0% | |||||
| 12 | Type of Reporting Person
PN | |||||
Schedule 13G
| CUSIP No. 81578P106 | Page 8 of 13 |
| ITEM 1. (a) | Name of Issuer: |
Seer, Inc. (the Issuer)
| (b) | Address of Issuers Principal Executive Offices: |
3800 Bridge Parkway, Suite 102
Redwood City, California 94065
| ITEM 2. (a) | Name of Person Filing: |
Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the Reporting Persons. This statement is filed on behalf of:
SB Global Advisers Limited
SoftBank Vision Fund II-2 L.P.
SVF II Aggregator (Jersey) L.P.
SVF II Holdings (DE) LLC
SVF II Oyster (DE) LLC
SB Investment Advisers (UK) Limited (SBIA UK)
SVF II AIV-1 (DE) L.P. (SVF)
| (b) | Address or Principal Business Office: |
The address for each of SB Global Advisers Limited and SBIA UK is 69 Grosvenor Street, London W1K 3JP, United Kingdom. The address for each of SoftBank Vision Fund II-2 L.P. and SVF II Aggregator (Jersey) L.P. is Crestbridge Limited, 47 Esplanade, St. Helier, Jersey, JE1 0BD. The address for each of the other Reporting Persons is 251 Little Falls Drive, Wilmington, DE 19808.
| (c) | Citizenship of each Reporting Person is: |
SB Global Advisers Limited and SBIA UK are organized under the laws of England and Wales. SoftBank Vision Fund II-2 L.P. and SVF II Aggregator (Jersey) L.P. are organized under the laws of Jersey. Each of the other reporting persons are organized under the laws of the State of Delaware.
| (d) | Title of Class of Securities: |
Class A Common stock, par value $ 0.00001 per share (Class A Common Stock).
| (e) | CUSIP Number: |
81578P106
Schedule 13G
| CUSIP No. 81578P106 | Page 9 of 13 |
| ITEM 3. |
Not applicable.
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2021, based upon 57,022,436 shares of Class A Common Stock outstanding as of November 5, 2021, as disclosed in the Issuers Quarterly Report on Form 10-Q with the Securities and Exchange Commission on November 9, 2021.
| Reporting Person | Amount beneficially owned | Percent of class: | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole power of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
| SB Global Advisers Limited | 5,135,383 | 9.0 | % | 0 | 5,135,383 | 0 | 5,135,383 | |||||||||||||||||
| SoftBank Vision Fund II-2, L.P. | 5,135,383 | 9.0 | % | 0 | 5,135,383 | 0 | 5,135,383 | |||||||||||||||||
| SVF II Aggregator (Jersey) L.P. | 5,135,383 | 9.0 | % | 0 | 5,135,383 | 0 | 5,135,383 | |||||||||||||||||
| SVF II Holdings (DE) LLC | 5,135,383 | 9.0 | % | 0 | 5,135,383 | 0 | 5,135,383 | |||||||||||||||||
| SVF II Oyster (DE) LLC | 5,135,383 | 9.0 | % | 0 | 5,135,383 | 0 | 5,135,383 | |||||||||||||||||
| SB Investment Advisers (UK) Limited | 0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
| SVF II AIV-1 LP | 0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
SVF II Oyster (DE) LLC is the record holder of the shares of Class A Common Stock reported herein. SoftBank Vision Fund II-2 L.P. is the sole limited partner of SVF II Aggregator (Jersey) L.P., which is the sole member of SVF II Holdings (DE) LLC, which is the sole member of SVF II Oyster (DE) LLC.
SB Global Advisers Limited has been appointed as manager and is exclusively responsible for making all decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.s investments. As a result of these relationships, each of the Reporting Persons may be deemed to share beneficial ownership of the securities reported herein.
Following an internal reorganization, each of SBIA UK and SVF ceased to be the beneficial owner of any shares of Class A Common Stock.
Schedule 13G
| CUSIP No. 81578P106 | Page 10 of 13 |
| 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 ☒.
Following an internal reorganization, each of SBIA UK and SVF ceased to be the beneficial owner of any shares of Class A Common Stock.
| ITEM 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
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, other than activities solely in connection with a nomination under §240.14a-11.
Schedule 13G
| CUSIP No. 81578P106 | Page 11 of 13 |
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: February 14, 2022
| SB Global Advisers Limited | ||
| By: | /s/ Spencer Collins | |
| Name: | Spencer Collins | |
| Title: | Director | |
| SoftBank Vision Fund II-2 L.P. | ||
| By: SB Global Advisers Limited, its Manager | ||
| By: | /s/ Spencer Collins | |
| Name: | Spencer Collins | |
| Title: | Director | |
| SVF II Aggregator (Jersey) L.P. | ||
| By: SB Global Advisers Limited, its Manager | ||
| By: | /s/ Spencer Collins | |
| Name: | Spencer Collins | |
| Title: | Director | |
| SVF II Holdings (DE) LLC | ||
| By: | /s/ Ian McLean | |
| Name: | Ian McLean | |
| Title: | Director | |
| SVF II Oyster (DE) LLC | ||
| By: | /s/ Ian McLean | |
| Name: | Ian McLean | |
| Title: | Director | |
Schedule 13G
| CUSIP No. 81578P106 | Page 12 of 13 |
| SB Investment Advisers (UK) Limited | ||
| By: | /s/ Spencer Collins | |
| Name: | Spencer Collins | |
| Title: | General Counsel | |
| SVF II AIV-1 (DE) L.P. | ||
| By: | /s/ Ian McLean | |
| Name: | Ian McLean | |
| Title: | Director | |
Schedule 13G
| CUSIP No. 81578P106 | Page 13 of 13 |
LIST OF EXHIBITS
| Exhibit | Description | |
| 99 | Joint Filing Agreement. | |