Sec Form 13G Filing - THIEL PETER filing for COMPASS Pathways plc (CMPS) - 2022-02-14

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

(Amendment No. 1)

 

Under the Securities Exchange Act of 1934

 

COMPASS Pathways plc

(Name of Issuer)

 

Ordinary shares, nominal value £0.008 per share**

(Title of Class of Securities)

 

(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)

 

x

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.

 

** CUSIP number 20451W101 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted on The Nasdaq Stock Market under the symbol “CMPS.” Each ADS represents one Ordinary Share of the Issuer. No CUSIP number has been assigned to the Ordinary Shares of the Issuer.

 

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. 20451W101

Page 2 of 10 Pages

 

1.	Name of Reporting Persons   Peter Thiel
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	Citizenship or Place of Organization   United States
Number of   Shares   Beneficially   Owned by   Each   Reporting   Person With:		5.	Sole Voting Power   897,378 (1)
		6.	Shared Voting Power   408,410 (2)
		7.	Sole Dispositive Power   897,378 (1)
		8.	Shared Dispositive Power   408,410 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   1,305,788 (3)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.	Percent of Class Represented by Amount in Row (9)   3.1% (4)
12.	Type of Reporting Person (See Instructions)   IN

(1) Consists of ordinary shares represented by ADSs of the Issuer held by Rivendell Investments 2017-9 LLC. The reporting person is the sole beneficial owner of Rivendell Investments 2017-9 LLC and may be deemed to beneficially own the shares held by such limited liability company.

 

(2) Consists of ordinary shares represented by ADSs of the Issuer beneficially owned by The Founders Fund VII Management, LLC. The reporting person is a managing member of The Founders Fund VII Management, LLC and shares voting and dispositive power over such shares.

 

(3) Includes the amounts set forth under footnotes (1) and (2) above.

 

(4) This percentage is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), based upon 41,731,180 outstanding ordinary shares of the Issuer as of September 30, 2021, as reported in the Issuer’s report on Form 6-K, as filed with the Securities and Exchange Commission on November 9, 2021.

 

 

CUSIP No. 20451W101

Page 3 of 10 Pages

 

1.	Name of Reporting Persons   The Founders Fund VII, LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
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   361,863
		7.	Sole Dispositive Power   0
		8.	Shared Dispositive Power   361,863
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   361,863
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
11.	Percent of Class Represented by Amount in Row (9)   0.9% (1)
12.	Type of Reporting Person (See Instructions)   PN

(1) This percentage is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), based upon 41,731,180 outstanding ordinary shares of the Issuer as of September 30, 2021, as reported in the Issuer’s report on Form 6-K, as filed with the Securities and Exchange Commission on November 9, 2021.

 

 

CUSIP No. 20451W101

Page 4 of 10 Pages

 

1.	Name of Reporting Persons   The Founders Fund VII Entrepreneurs Fund, LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
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   3,184
		7.	Sole Dispositive Power   0
		8.	Shared Dispositive Power   3,184
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   3,184
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.	Percent of Class Represented by Amount in Row (9)   0.0% (1)
12.	Type of Reporting Person (See Instructions)   PN

(1) This percentage is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), based upon 41,731,180 outstanding ordinary shares of the Issuer as of September 30, 2021, as reported in the Issuer’s report on Form 6-K, as filed with the Securities and Exchange Commission on November 9, 2021.

 

 

CUSIP No. 20451W101

Page 5 of 10 Pages

 

1.	Name of Reporting Persons   The Founders Fund VII Principals Fund, LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	Citizenship or Place of Organization   Delaware
Number of   Shares   Beneficially   Owned by   Each & #xA0; Reporting   Person With:		5.	Sole Voting Power   0
		6.	Shared Voting Power   43,363
		7.	Sole Dispositive Power   0
		8.	Shared Dispositive Power   43,363
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   43,363
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
11.	Percent of Class Represented by Amount in Row (9)   0.1% (1)
12.	Type of Reporting Person (See Instructions)   PN

(1) This percentage is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), based upon 41,731,180 outstanding ordinary shares of the Issuer as of September 30, 2021, as reported in the Issuer’s report on Form 6-K, as filed with the Securities and Exchange Commission on November 9, 2021.

 

 

CUSIP No. 20451W101

Page 6 of 10 Pages

 

1.	Name of Reporting Persons   The Founders Fund VII Management, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
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   408,410 (1)
		7.	Sole Dispositive Power   0
		8.	Shared Dispositive Power   408,410 (1)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   408,410 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.	Percent of Class Represented by Amount in Row (9)   1.0% (2)
12.	Type of Reporting Person (See Instructions)   OO

(1) Consists of ordinary shares represented by ADSs of the Issuer held by The Founders Fund VII, LP, The Founders Fund VII Entrepreneurs Fund, LP and The Founders Fund VII Principals Fund, LP. The reporting person is the general partner of these partnerships and may be deemed to beneficially own the shares held by such partnerships.

 

(2)

This percentage is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), based upon 41,731,180 outstanding ordinary shares of the Issuer as of September 30, 2021, as reported in the Issuer’s report on Form 6-K, as filed with the Securities and Exchange Commission on November 9, 2021.

 

 

CUSIP No. 20451W101

Page 7 of 10 Pages

 

1.	Name of Reporting Persons   Rivendell Investments 2017-9 LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
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   897,378
		6.	Shared Voting Power   0
		7.	Sole Dispositive Power   897,378
		8.	Shared Dispositive Power   0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   897,378
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.	Percent of Class Represented by Amount in Row (9)   2.2% (1)
12.	Type of Reporting Person (See Instructions)   OO

(1) This percentage is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), based upon 41,731,180 outstanding ordinary shares of the Issuer as of September 30, 2021, as reported in the Issuer’s report on Form 6-K, as filed with the Securities and Exchange Commission on November 9, 2021.

 

 

CUSIP No. 20451W101

Page 8 of 10 Pages

 

Item 1(a)

Name of Issuer

 

COMPASS Pathways plc

 

Item 1(b)

Address of Issuer's Principal Executive Offices

 

3rd Floor

1 Ashley Road

Altrincham

Cheshire WA14 2DT

United Kingdom

 

Item 2(a)

Name of Person Filing

 

This Statement on Schedule 13G has been filed on behalf of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):

 

1.

Peter Thiel

2.

The Founders Fund VII, LP

3.

The Founders Fund VII Entrepreneurs Fund, LP

4.

The Founders Fund VII Principals Fund, LP

5.

The Founders Fund VII Management, LLC

6.

Rivendell Investments 2017-9 LLC

 

Item 2(b)

Address of Principal Business Office or, if none, Residence

 

The address of Mr. Thiel is:

c/o Thiel Capital LLC

9200 Sunset Boulevard, Suite 1110

West Hollywood, California 90069

 

The address of Rivendell Investments 2017-9 LLC is:

1209 Orange Street,

Wilmington, DE 19801

 

The address of each other Reporting Person is:

 

c/o	The Founders Fund

One Letterman Drive Building D, Suite 500

San Francisco, California 94129

 

Item 2(c)

Citizenship

 

1.

Peter Thiel is a United States citizen

2.

The Founders Fund VII, LP is organized in Delaware

3.

The Founders Fund VII Entrepreneurs Fund, LP is organized in Delaware

4.

The Founders Fund VII Principals Fund, LP is organized in Delaware

5.

The Founders Fund VII Management, LLC is organized in Delaware

6.

Rivendell Investments 2017-9 LLC is organized in Delaware

 

Item 2(d)

Title of Class of Securities

 

Ordinary shares, nominal value £0.008 per share

 

Item 2(e)

CUSIP Number

 

20451W101

 

The CUSIP number 20451W101 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted on The Nasdaq Stock Market under the symbol “CMPS.” Each ADS represents one Ordinary Share of the Issuer. No CUSIP number has been assigned to the Ordinary Shares of the Issuer.

 

 

CUSIP No. 20451W101

Page 9 of 10 Pages

 

Item 3

 

Not applicable.

 

Item 4

Ownership

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1

 

(a) Amount beneficially owned: See Row 9 of pages 2-7

 

(b) Percent of class: See Row 11 of pages 2-7

 

(c) Number of shares as to which the person has:

 

(i) Sole power to vote or to direct the vote: See Row 5 of pages 2-7

(ii) Shared power to vote or to direct the vote: See Row 6 of pages 2-7

(iii) Sole power to dispose or to direct the disposition of: See Row 7 of pages 2-7

(iv) Shared power to dispose or to direct the disposition of: See Row 8 of pages 2-7

 

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. x

 

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

 

The Reporting Persons are filing this Schedule 13G jointly, but not as members of a group, and each expressly disclaims membership in a group.

 

Item 9

Notice of Dissolution of Group

 

Not applicable.

 

Item 10

Certification

 

Not applicable.

 

 

CUSIP No. 20451W101

Page 10 of 10 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.

 

Dated: February 14, 2022

 

	/s/Peter Thiel
	Peter Thiel

 

	The Founders Fund VII, LP
	The Founders Fund VII Entrepreneurs Fund, LP
	The Founders Fund VII Principals Fund, LP
	By: The Founders Fund VII Management, LLC
	Their: General Partner
	By:	/s/ Peter Thiel
	Name: Peter Thiel
	Title:  Managing Member

 

	The Founders Fund VII Management, LLC
	By:	/s/ Peter Thiel
	Name: Peter Thiel
	Title:  Managing Member

 

	Rivendell Investments 2017-9 LLC
	By:	/s/ Peter Thiel
	Name: Peter Thiel
	Title:  Authorized Signatory

 

EXHIBITS

 

A:	Joint Filing Agreement (previously filed and incorporated by reference)