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NAMES OF REPORTING PERSONS

Third Rock Ventures III, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

Accession Number:: 0001193125-22-042031
Form Type:: 13G Filing
Publication Date:: 2022-02-13 19:00:00

Filed By:: Third Rock Ventures Iii, L.p.
Company:: Relay Therapeutics Inc. (NASDAQ:RLAY)
Filing Date:: 2022-02-14
SEC Url:: 13G Filing

Ownership Summary

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	Sole Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Third Rock Ventures III	0	0	0	0.0%
Third Rock Ventures GP III	0	0	0	0.0%
TRV GP III	0	0	0	0.0%
Third Rock Ventures IV	0	0	0	0%
Third Rock Ventures GP IV	0	0	0	0%
TRV GP IV	0	0	0	0%
Mark Levin	324,748	324,748	324,748	0.3%
Kevin P. Starr	362,619	362,619	362,619	0.3%
Robert I. Tepper	322,919	322,919	322,919	0.3%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Relay Therapeutics, Inc.

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE PER SHARE

(Title of Class of Securities)

75943R102

(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).


CUSIP No. 75943R102		SCHEDULE 13G		Page 2 of 15 Pages

(1)	The percent of class was calculated based on 108,044,143 shares of common stock issued and outstanding as of November 8, 2021, as disclosed in the Issuers 10-Q filed with the Securities and Exchange Commission on November 10, 2021.


CUSIP No. 75943R102		SCHEDULE 13G		Page 3 of 15 Pages


CUSIP No. 75943R102		SCHEDULE 13G		Page 4 of 15 Pages


CUSIP No. 75943R102		SCHEDULE 13G		Page 5 of 15 Pages


CUSIP No. 75943R102		SCHEDULE 13G		Page 6 of 15 Pages


CUSIP No. 75943R102		SCHEDULE 13G		Page 7 of 15 Pages


CUSIP No. 75943R102		SCHEDULE 13G		Page 8 of 15 Pages

(2)	This number includes 36,265 shares of Common Stock held directly by the Levin Family 2014 Irrevocable Trust.


CUSIP No. 75943R102		SCHEDULE 13G		Page 9 of 15 Pages


CUSIP No. 75943R102		SCHEDULE 13G		Page 10 of 15 Pages


CUSIP No. 75943R102		SCHEDULE 13G		Page 11 of 15 Pages


Item 1.		Issuer

	(a)	Name of Issuer:

		Relay Therapeutics, Inc. (the Issuer)

	(b)	Address of Issuers Principal Executive Offices:

		399 Binney Street 2nd Floor Cambridge MA 02139

Item 2.		Filing Person

	(a) (c)	Name of Persons Filing; Address; Citizenship:

		(i) Third Rock Ventures GP III, L.P. (TRV GP III), which is the sole general partner of TRV III; (ii) TRV GP III, LLC (TRV GP III LLC), which is the sole general partner of TRV GP III; (iii) Third Rock Ventures III, L.P. (TRV III); (iv) Third Rock Ventures GP IV, L.P. (TRV GP IV), which is the sole general partner of TRV IV; (v) TRV GP IV, LLC (TRV GP IV LLC), which is the sole general partner of TRV GP IV; (vi) Third Rock Ventures IV, L.P. (TRV IV); (vii) Mark Levin (Levin), a managing member of TRV GP III LLC; (viii)Kevin P. Starr (Starr), a managing member of TRV GP III LLC; and (ix) Robert I. Tepper (Tepper, and collectively with TRV III, TRV GP III, TRV GP III LLC, TRV IV, TRV GP IV, TRV GP IV LLC, Levin and Starr, the Reporting Persons), a managing member of TRV GP III LLC. The address of the principal business office of each of the Reporting Persons is Third Rock Ventures, LLC, 29 Newbury Street, 3rd Floor, Boston, MA 02116. Each of TRV III, TRV GP III, TRV IV and TRV GP IV is a Delaware limited partnership. Each of TRV GP III LLC and TRV GP IV LLC is a Delaware limited liability company. Levin, Tepper and Starr are United States citizens.

	(d)	Title of Class of Securities:

		Common stock, $0.001 par value per share, (the Common Stock)

	(e)	CUSIP Number: 75943R102

Item 3.	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:


(a)	☐	Broker or dealer registered under Section 15 of the Act;

(b)	☐	Bank as defined in Section 3(a)(6) of the Act;

(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act;

(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);


CUSIP No. 75943R102		SCHEDULE 13G		Page 12 of 15 Pages


(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j)	☐	A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

	If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:



Item 4.	Ownership.

	(a) and (b)	Amount beneficially owned:

		(i)	TRV III directly owns 0 shares of Common Stock (the III Shares), which represents approximately 0 % of the outstanding shares of Common Stock.

		(ii)	TRV GP III is the general partner of TRV III and may be deemed to beneficially own the III Shares.

		(iii)	TRV GP III LLC is the general partner of TRV GP III and may be deemed to beneficially own the III Shares.

		(iv)	TRV IV directly owns 0 shares of Common Stock (the IV Shares), which represents approximately 0% of the outstanding shares of Common Stock.

		(v)	TRV GP IV is the general partner of TRV IV and may be deemed to beneficially own the IV Shares.

		(vi)	TRV GP IV LLC is the general partner of TRV GP IV and may be deemed to beneficially own the IV Shares

		(vii)	As a managing member of TRV GP III LLC, Levin may be deemed to beneficially own the III Shares. Additionally, Levin directly owns 288,483 shares of Common Stock and the Levin Family 2014 Irrevocable Trust directly owns 36,265 shares of Common Stock (the Trust Shares). As Levins spouse is a trustee of the Levin Family 2014 Irrevocable Trust, Levin may be deemed to beneficially own the Trust Shares.

		(viii)	As a managing member of TRV GP III LLC, Tepper may be deemed to beneficially own the III Shares. Additionally, Tepper directly owns 322,919 shares of Common Stock.

		(ix)	As a managing member of TRV GP III LLC, Starr may be deemed to beneficially own the III Shares. Additionally, Starr directly owns 362,619 shares of Common Stock.

	Each of TRV III, TRV GP III, TRV GP III LLC, Levin, Starr and Tepper, on the one hand, and TRV IV, TRV GP IV and TRV GP IV LLC, on the other hand, disclaim the existence of a group for purposes of Rule 13d-5 of the Securities Exchange Act of 1934, as amended, and nothing contained in this report shall be deemed an admission that any such group exists or may exist.


CUSIP No. 75943R102		SCHEDULE 13G		Page 13 of 15 Pages

(c)

Number of shares as to which such person has:


	Number of Shares of Common Stock
Reporting Person	(i)		(ii)		(iii)		(iv)
TRV III		0		0		0		0
TRV GP III		0		0		0		0
TRV GP III LLC		0		0		0		0
TRV IV		0		0		0		0
TRV GP IV		0		0		0		0
TRV GP IV LLC		0		0		0		0
Levin		324,748		0		324,748		0
Starr		362,619		0		362,619		0
Tepper		322,919		0		322,919		0
								0

(i)

Sole power to vote or direct the vote

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

(iv)

Shared power to dispose or to direct the disposition of

The percent of class was calculated based on 108,044,143 shares of common stock issued and outstanding as of November 8, 2021, as disclosed in the Issuers 10-Q filed with the Securities and Exchange Commission on November 10, 2021.

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 persons have 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.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.


CUSIP No. 75943R102		SCHEDULE 13G		Page 14 of 15 Pages

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


THIRD ROCK VENTURES III, L.P.

By: THIRD ROCK VENTURES GP III, L.P.,
General Partner

By: TRV GP III, LLC,
General Partner

By:		/s/ Kevin Gillis
Kevin Gillis
Chief Operating Officer

THIRD ROCK VENTURES GP III, L.P.

By: TRV GP III, LLC,
General Partner

By:		/s/ Kevin Gillis
Kevin Gillis
Chief Operating Officer

TRV GP III, LLC

By:		/s/ Kevin Gillis
Kevin Gillis
Chief Operating Officer

THIRD ROCK VENTURES IV, L.P.

By: THIRD ROCK VENTURES GP IV, L.P.,
General Partner

By: TRV GP IV, LLC,
General Partner

By:		/s/ Kevin Gillis
Kevin Gillis
Chief Operating Officer


CUSIP No. 75943R102		SCHEDULE 13G		Page 15 of 15 Pages


THIRD ROCK VENTURES GP IV, L.P.

By: TRV GP IV, LLC,
General Partner

By:		/s/ Kevin Gillis
Kevin Gillis
Chief Operating Officer

TRV GP IV, LLC

By:		/s/ Kevin Gillis
Kevin Gillis
Chief Operating Officer

MARK LEVIN

/s/ Kevin Gillis, As attorney-in-fact
Mark Levin

KEVIN P. STARR

/s/ Kevin Gillis, As attorney-in-fact
Kevin P. Starr

ROBERT I. TEPPER

/s/ Kevin Gillis, As attorney-in-fact
Robert I. Tepper