Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

HilleVax, Inc.

(Name of Issuer)

 

Common stock, $0.0001 par value per share

(Title of Class of Securities)

 

43157M102

(CUSIP Number)

 

May 3, 2022

(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)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's 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. 43157M102

 

	1.	Names of Reporting Persons Lightspeed Venture Partners Select IV, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x (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 1,903,871 shares
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 1,903,871 shares

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,903,871 shares
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
	11.	Percent of Class Represented by Amount in Row (9) 5.7% (2)
	12.	Type of Reporting Person (See Instructions) PN

 

(1)

This Schedule 13G is filed by Lightspeed Venture Partners Select IV, L.P., a Cayman Islands exempted limited partnership (“Lightspeed IV”), Lightspeed General Partner Select IV, L.P., a Cayman Islands exempted limited partnership (“LGP IV”), Lightspeed Ultimate General Partner Select IV, L.L.C., a Cayman Islands limited liability company (“LUGP IV”), Arif Janmohamed (“Janmohamed”) and Ravi Mhatre (“Mhatre” and, with Lightspeed IV, LGP IV, LUGP IV and Janmohamed collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

This calculation is based on 33,427,209 shares of Common Stock outstanding as of May 3, 2022 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus dated April 28, 2022 (the “Final Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended (the “Securities Act”).

 

 

CUSIP No. 43157M102

 

	1.	Names of Reporting Persons Lightspeed General Partner Select IV, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x (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 1,903,871 shares
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 1,903,871 shares

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,903,871 shares
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
	11.	Percent of Class Represented by Amount in Row (9) 5.7% (2)
	12.	Type of Reporting Person (See Instructions) PN

 

(1)	This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)	This calculation is based on 33,427,209 shares of Common Stock outstanding as of May 3, 2022 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s Final Prospectus filed with the SEC pursuant to Rule 424(b)(4) of the Securities Act.

 

 

CUSIP No. 43157M102

 

	1.	Names of Reporting Persons Lightspeed Ultimate General Partner Select IV, L.L.C.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x (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 1,903,871 shares
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 1,903,871 shares

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,903,871 shares
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
	11.	Percent of Class Represented by Amount in Row (9) 5.7% (2)
	12.	Type of Reporting Person (See Instructions) OO

 

(1)	This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)	This calculation is based on 33,427,209 shares of Common Stock outstanding as of May 3, 2022 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s Final Prospectus filed with the SEC pursuant to Rule 424(b)(4) of the Securities Act.

 

 

CUSIP No. 43157M102

 

	1.	Names of Reporting Persons Arif Janmohamed
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x (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 1,903,871 shares
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 1,903,871 shares

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,903,871 shares
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
	11.	Percent of Class Represented by Amount in Row (9) 5.7% (2)
	12.	Type of Reporting Person (See Instructions) IN

 

(1)	This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)	This calculation is based on 33,427,209 shares of Common Stock outstanding as of May 3, 2022 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s Final Prospectus filed with the SEC pursuant to Rule 424(b)(4) of the Securities Act.

 

 

CUSIP No. 43157M102

 

	1.	Names 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.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 9,561 shares
	6.	Shared Voting Power 1,903,871 shares
	7.	Sole Dispositive Power 9,561 shares
	8.	Shared Dispositive Power 1,903,871 shares

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,913,432 shares
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
	11.	Percent of Class Represented by Amount in Row (9) 5.7% (2)
	12.	Type of Reporting Person (See Instructions) IN

 

(1)	This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)	This calculation is based on 33,427,209 shares of Common Stock outstanding as of May 3, 2022 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s Final Prospectus filed with the SEC pursuant to Rule 424(b)(4) of the Securities Act.

 

 

Item 1.

 

	(a)	Name of Issuer
		HilleVax, Inc.
	(b)	Address of Issuer’s Principal Executive Offices
		75 State Street
		Suite 100 - #9995
		Boston, Massachusetts 02109

 

Item 2.
	(a)	Name of Person Filing
		Lightspeed Venture Partners Select IV, L.P. (“Lightspeed IV”)
		Lightspeed General Partner Select IV, L.P. (“LGP IV”)
		Lightspeed Ultimate General Partner Select IV, L.L.C. (“LUGP IV”)
		Arif Janmohamed (“Janmohamed”)
		Ravi Mhatre (“Mhatre”)
	(b)	Address of Principal Business Office or, if none, Residence
		c/o Lightspeed Venture Partners
		2200 Sand Hill Road
		Menlo Park, CA 94025

	(c)	Citizenship
		Entities:	Lightspeed IV	-	Cayman Islands
			LGP IV	-	Cayman Islands
			LUGP IV	-	Cayman Islands
		Individuals:	Janmohamed	-	United States of America
			Mhatre	-	United States of America

	(d)	Title of Class of Securities
		Common Stock, $0.0001 par value (“Common Stock”)
	(e)	CUSIP Number
		43157M102

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	Not applicable

 

 

Item 4.

Ownership

 

The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of May 13, 2022:

 

Reporting Persons		Shares Held Directly				Sole Voting Power				Shared Voting Power				Sole Dispositive Power				Shared Dispositive Power				Beneficial Ownership				Percentage of Class (3)
Lightspeed IV (1)			1,903,871								1,903,871								1,903,871				1,903,871				5.7	%
LGP IV (1)											1,903,871								1,903,871				1,903,871				5.7	%
LUGP IV (1)											1,903,871								1,903,871				1,903,871				5.7	%
Janmohamed (1)											1,903,871								1,903,871				1,903,871				5.7	%
Mhatre (1) (2)							9,561				1,903,871				9,561				1,903,871				1,913,432				5.7	%

 

	(1)	Includes 1,903,871 shares of Common Stock held by Lightspeed IV which may be deemed to be beneficially owned by LGP IV, LUGP IV and Janmohamed and Mhatre because (i) LGP IV is the general partner of Lightspeed IV, (ii) LUGP IV is the general partner of LGP IV and (iii) Janmohamed and Mhatre serve as managers of LUGP IV. Each of the Reporting Persons (other than Lightspeed IV) and each of their affiliated entities and the officers, directors, partners, members and managers thereof, disclaims beneficial ownership of the securities held directly by Lightspeed IV.
	(2)	Includes 9,561 shares of Common Stock held by Mhatre who exercises sole voting and dispositive power over such shares.
	(3)	This calculation is based on 33,427,209 shares of Common Stock outstanding as of May 3, 2022 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s Final Prospectus filed with the SEC pursuant to Rule 424(b)(4) of the Securities Act.

 

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
	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
	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 such purpose or effect.

 

 

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.

 

Dated: May 13, 2022

 

Lightspeed Venture Partners Select IV, L.P.

 

By:	Lightspeed General Partner Select IV, L.P.
its	General Partner

 

By:	Lightspeed Ultimate General Partner Select IV, L.L.C.
its	General Partner

 

By:	/s/ Ravi Mhatre
	Name: Ravi Mhatre
	Title: Duly Authorized Signatory

 

Lightspeed General Partner Select IV, L.P.

 

By:	Lightspeed Ultimate General Partner Select IV, L.L.C.
its	General Partner

 

By:	/s/ Ravi Mhatre
	Name: Ravi Mhatre
	Title: Duly Authorized Signatory

 

Lightspeed Ultimate General Partner Select IV, L.L.C.

 

By:	/s/ Ravi Mhatre
	Name: Ravi Mhatre
	Title: Duly Authorized Signatory

 

/s/ Arif Janmohamed
Arif Janmohamed
/s/ Ravi Mhatre
Ravi Mhatre

 

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

 

Exhibit(s):

 

A	Joint Filing Agreement

 

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of HilleVax, Inc. is filed on behalf of each of us.

 

Dated: May 13, 2022

 

Lightspeed Venture Partners Select IV, L.P.

 

By:	Lightspeed General Partner Select IV, L.P.
its	General Partner

 

By:	Lightspeed Ultimate General Partner Select IV, L.L.C.
its	General Partner

 

By:	/s/ Ravi Mhatre
	Name: Ravi Mhatre
	Title: Duly Authorized Signatory

 

Lightspeed General Partner Select IV, L.P.

 

By:	Lightspeed Ultimate General Partner Select IV, L.L.C.
its	General Partner

 

By:	/s/ Ravi Mhatre
	Name: Ravi Mhatre
	Title: Duly Authorized Signatory

 

Lightspeed Ultimate General Partner Select IV, L.L.C.

 

By:	/s/ Ravi Mhatre
	Name: Ravi Mhatre
	Title: Duly Authorized Signatory

 

/s/ Arif Janmohamed
Arif Janmohamed
/s/ Ravi Mhatre
Ravi Mhatre