Sec Form 13D Filing - LIGHTSPEED VENTURE PARTNERS VIII LP filing for Personalis Inc. (PSNL) - 2020-08-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

Personalis, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share
(Title of Class of Securities)

7153D 10 6

(CUSIP Number)

Lightspeed Venture Partners VIII, L.P.

c/o Lightspeed Venture Partners

Attention: Andrew Moley

2200 Sand Hill Road
Menlo Park, CA 94025

(650) 234-8300

with a copy to:

Morgan J. Hayes, Esq.

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Telephone: 212 909-6000

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

(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 § 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(b) for other parties to whom copies are to be sent.

* 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 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).

(1)              Based on 31,884,556 shares of common stock, par value $0.0001 per share (the “Common Stock”), outstanding as of August 3, 2020, as reported in the Issuer’s quarterly report on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2020 (the “Form 10-Q”).

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(1)              Based on 31,884,556 shares of Common Stock outstanding as of August 3, 2020, as reported in the Form 10-Q.

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(1)              Based on 31,884,556 shares of Common Stock outstanding as of August 3, 2020, as reported in the Form 10-Q.

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(1)              Based on 31,884,556 shares of Common Stock outstanding as of August 3, 2020, as reported in the Form 10-Q.

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(1)              Based on 31,884,556 shares of Common Stock outstanding as of August 3, 2020, as reported in the Form 10-Q.

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(1)              Based on 31,884,556 shares of Common Stock outstanding as of August 3, 2020, as reported in the Form 10-Q.

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(1)              Based on 31,884,556 shares of Common Stock outstanding as of August 3, 2020, as reported in the Form 10-Q.

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(1)              Based on 31,884,556 shares of Common Stock outstanding as of August 3, 2020, as reported in the Form 10-Q.

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(1)              Based on 31,884,556 shares of Common Stock outstanding as of August 3, 2020, as reported in the Form 10-Q.

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(1)              Based on 31,884,556 shares of Common Stock outstanding as of August 3, 2020, as reported in the Form 10-Q.

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(1)              Based on 31,884,556 shares of Common Stock outstanding as of August 3, 2020, as reported in the Form 10-Q.

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(1)              Based on 31,884,556 shares of Common Stock outstanding as of August 3, 2020, as reported in the Form 10-Q.

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(1)              Based on 31,884,556 shares of Common Stock outstanding as of August 3, 2020, as reported in the Form 10-Q.

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(1)              Based on 31,884,556 shares of Common Stock outstanding as of August 3, 2020, as reported in the Form 10-Q.

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ITEM 1.  SECURITY AND ISSUER

This Statement on Schedule 13D (this “Statement”) relates to the shares of common stock, par value $0.0001 per share (the “Common Stock”), of Personalis, Inc., a Delaware corporation (the “Issuer”).  The Issuer’s principal executive offices are located at 1330 O’Brien Drive, Menlo Park, CA 94025.

ITEM 2.  IDENTITY AND BACKGROUND

(a) This Statement is being filed jointly on behalf of (i) Lightspeed Venture Partners VIII, L.P., a Cayman Islands exempted limited partnership (“Lightspeed VIII”), (ii) Lightspeed General Partner VIII, L.P., a Cayman Islands exempted limited partnership (“LGP VIII”), (iii) Lightspeed Ultimate General Partner VIII, Ltd., a Cayman Islands exempted company (“LUGP VIII”), (iv) Lightspeed Venture Partners Select, L.P., a Cayman Islands exempted limited partnership (“Lightspeed Select”), (v) Lightspeed General Partner Select, L.P., a Cayman Islands exempted limited partnership (“LGP Select”), (vi) Lightspeed Ultimate General Partner Select, Ltd., a Cayman Islands exempted company (“LUGP Select”), (vii) Lightspeed Venture Partners Select IV, L.P., a Cayman Islands exempted limited partnership (“Lightspeed Select IV”), (viii) Lightspeed General Partner Select IV, L.P., a Cayman Islands exempted limited partnership (“LGP Select IV”), (ix) Lightspeed Ultimate General Partner Select IV, L.L.C., a Cayman Islands limited liability company (“LUGP Select IV”), (x) Barry Eggers (“Eggers”), (xi) Jeremy Liew (“Liew”), (xii) Ravi Mhatre (“Mhatre”), (xiii) Peter Y. Nieh (“Nieh”) and (xiv) Arif Janmohamed (“Janmohamed” and, together with Lightspeed VIII, LGP VIII, LUGP VIII, Lightspeed Select, LGP Select, LUGP Select, Lightspeed Select IV, LGP Select IV, LUGP Select IV, Eggers, Liew, Mhatre, and Nieh, the “Reporting Persons” and each, a “Reporting Person”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Statement.

Lightspeed VIII, LGP VIII, LUGP VIII, Lightspeed Select, LGP Select, LUGP Select, Eggers, Liew, Mhatre and Nieh previously reported their ownership of securities of the Issuer on a Schedule 13G (the “Schedule 13G”) filed with the SEC on February 14, 2020. This Schedule 13D amends and replaces the Schedule 13G.

The Reporting Persons have entered into a Joint Filing Agreement, dated as of August 24, 2020, a copy of which is attached hereto as Exhibit 99.1.

(b) The address for each of the Reporting Persons is c/o Lightspeed Venture Partners, 2200 Sand Hill Road, Menlo Park, CA 94025.

To the knowledge of the Reporting Persons, the name, business address, citizenship, and principal occupation or employment of each director and officer of each of the Reporting Persons, and any other information concerning the Reporting Persons and other persons and entities as to which such information is required to be disclosed in response to General Instruction C to Schedule 13D are set forth in Schedule A to this Statement and incorporated herein by this reference.

(c) Lightspeed VIII, Lightspeed Select and Lightspeed Select IV are private investment funds.  LUGP VIII is the general partner of LGP VIII, which is the general partner of Lightspeed VIII. LUGP Select is the general partner of LGP Select, which is the general partner of Lightspeed Select. LUGP Select IV is the general partner of LGP Select IV, which is the general partner of Lightspeed Select IV. Eggers is a Partner at Lightspeed Venture Partners and serves as a director of LUGP VIII and LUGP Select. Liew is a Partner at Lightspeed Venture Partners and serves as a director of LUGP Select and a manager of LUGP Select IV. Mhatre is a Partner at Lightspeed Venture Partners and serves as a director of LUGP VIII and LUGP Select and as a manager of LUGP Select IV. Nieh is a Partner at Lightspeed Venture Partners and serves as a director of LUGP VIII and LUGP Select. Janmohamed is a Partner at Lightspeed Venture Partners and serves as a manager of LUGP Select IV.

(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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(f) Lightspeed VIII, LGP VIII, LUGP VIII, Lightspeed Select, LGP Select, LUGP Select, Lightspeed Select IV, LGP Select IV and LUGP Select IV are organized under the laws of the Cayman Islands. Eggers, Liew, Mhatre, Nieh and Janmohamed are citizens of the United States of America.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

In July and September 2011, Lightspeed VIII purchased an aggregate of 9,268,292 shares of the Issuer’s Series A redeemable convertible preferred stock (the “Series A Preferred Stock”) at a price per share of $0.656 through capital contributed from affiliated entities, which funded that capital using cash on hand.

In October 2013, Lightspeed VIII purchased 3,913,043 shares of the Issuer’s Series B redeemable convertible preferre d stock (the “Series B Preferred Stock”) at a price per share of $1.15 through capital contributed from affiliated entities, which funded that capital using cash on hand.

In December 2014, Lightspeed VIII and Lightspeed Select purchased an aggregate of 9,935,418 shares of the Issuer’s Series C redeemable convertible preferred stock (the “Series C Preferred Stock”) at a price per share of $2.013 through capital contributed from affiliated entities, which funded that capital using cash on hand.

In June 2017, Lightspeed VIII and Lightspeed Select purchased an aggregate of $2,179,000 principal amount of convertible promissory notes (the “Notes”) from the Issuer through capital contributed from affiliated entities, which funded that capital using cash on hand.  The Notes were amended with the consent of Lightspeed VIII and Abingworth Bioventures V, LP in May 2018 and August 2018. Pursuant to these amendments, in September 2018, the outstanding principal balance of and unpaid accrued interest on the Notes held by Lightspeed VIII and Lightspeed Select converted into an aggregate total of 1,189,227 shares of the Issuer’s Series C Preferred Stock at a price per share of $2.013.

In connection with the Issuer’s initial public offering, on June 4, 2019, the Issuer effected a four-for-one reverse stock split of its common stock and redeemable convertible preferred stock, and on June 24, 2019 all shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock automatically converted into an equal number of shares of Common Stock.

On June 1, 2020, Lightspeed Select IV purchased 77,797 shares of Common Stock in a series of open market transactions at a weighted average price of $12.98 per share. These shares were purchased in multiple transactions at prices ranging from $12.62 to $13.43, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within such range. The purchases were funded through capital contributed from affiliated entities, which funded that capital using cash on hand.

On June 2, 2020, Lightspeed Select IV purchased 380,654 shares of Common Stock in a series of open market transactions at a weighted average price of $13.98 per share. These shares were purchased in multiple transactions at prices ranging from $13.50 to $14.105, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within such range. The purchases were funded through capital contributed from affiliated entities, which funded that capital using cash on hand.

On August 14, 2020, Lightspeed Select IV purchased 1,315,789 shares of Common Stock in the Issuer’s public offering at a price of $19.00 per share pursuant to the Issuer’s prospectus filed with the SEC pursuant to Rule 424(b)(5) on August 12, 2020 (the “Offering”). The purchase was funded through capital contributed from affiliated entities, which funded that capital using cash on hand.

ITEM 4.  PURPOSE OF TRANSACTION

The information set forth in Item 6 hereof is hereby incorporated by reference into this Item 4.

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The Reporting Persons who hold shares of Common Stock directly acquired those securities as an investment in the regular course of their businesses.  Each Reporting Person expects to evaluate on an ongoing basis the Issuer’s financial condition and prospects and its interest in, and intentions with respect to, a variety of transactions that could create shareholder value, including business combinations, acquisitions and refinancing opportunities. Accordingly, each Reporting Person reserves the right to change its plans and intentions at any time, as it deems appropriate.

The Reporting Persons intend to re-examine their investment from time to time and, depending on prevailing market conditions, other investment opportunities, liquidity requirements or other investment considerations the Reporting Persons deem material, the Reporting Persons may from time to time acquire additional shares of Common Stock or other securities of the Issuer in the open market, block trades, negotiated transactions, or otherwise.  Each Reporting Person may, at any time and from time to time, in open market, block trades, negotiated transactions, or otherwise, dispose of all or a portion of the securities of the Issuer that the Reporting Persons now own or may hereafter acquire or enter into derivative transactions with institutional counterparties with respect to the Issuer’s securities or acquire additional securities of the Issuer. Jonathan MacQuitty, Ph.D., a Venture Partner at Lightspeed Venture Partners, and Paul Ricci, an Advisor to Lightspeed Venture Partners, serve on the Issuer’s Board of Directors. In addition, the Reporting Persons may engage in discussions with management, the Board, other stockholders of the Issuer and other relevant parties concerning the business, operations, Board composition, management, strategy and future plans of the Issuer. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements.

As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, or capital structure of the Issuer as a means of enhancing shareholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein, including, without limitation, such matters as:  disposing of one or more businesses; selling the Issuer or acquiring another company or business; changing operating or marketing strategies; adopting, not adopting, modifying or eliminating certain types of anti-takeover measures; restructuring the Issuer’s capitalization; reviewing dividend and compensation policies; entering into agreements with third parties relating to acquisitions of securities issued or to be issued by the Issuer; or entering into agreements with the management of the Issuer relating to acquisitions of shares by members of management, issuance of equity awards to management or their employment by the Issuer. The Reporting Persons may also take steps to explore and prepare for various plans and actions before forming an intention to engage in such plans or actions.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

(a) and (b)  The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Statement that relate to the aggregate number and percentage of Common Stock (including but not limited to footnotes to such information) are incorporated herein by reference.

The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of shares of Common Stock as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference.

4,117,768 shares of Common Stock are owned directly by Lightspeed VIII and may be deemed to be beneficially owned by LGP VIII, LUGP VIII and Eggers, Mhatre and Nieh because (i) LGP VIII is the general partner of Lightspeed VIII, (ii) LUGP VIII is the general partner of LGP VIII and (iii) Eggers, Mhatre and Nieh serve as directors of LUGP VIII.  Each of the Reporting Persons (other than Lightspeed VIII), 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 VIII.

1,958,726 shares of Common Stock are owned directly by Lightspeed Select and may be deemed to be beneficially owned by LGP Select, LUGP Select and Eggers, Liew, Mhatre and Nieh because (i) LGP Select is the general partner of Lightspeed Select, (ii) LUGP Select is the general partner of LGP Select and (iii) Eggers, Liew, Mhatre and Nieh serve as directors of LUGP Select.  Each of the Reporting Persons

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(other than Lightspeed Select), 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 Select.

1,774,240 shares of Common Stock are owned directly by Lightspeed Select IV and may be deemed to be beneficially owned by LGP Select IV, LUGP Select IV and Liew, Mhatre and Janmohamed because (i) LGP Select IV is the general partner of Lightspeed Select IV, (ii) LUGP Select IV is the general partner of LGP Select IV and (iii) Liew, Mhatre and Janmohamed serve as managers of LUGP Select IV.  Each of the Reporting Persons (other than Lightspeed Select 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 Select IV.

(c) On June 1, 2020, Lightspeed Select IV purchased 77,797 shares of Common Stock in a series of open market transactions at a weighted average price of $12.98 per share. These shares were purchased in multiple transactions at prices ranging from $12.62 to $13.43, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within such range.

On June 2, 2020, Lightspeed Select IV purchased 380,654 shares of Common Stock in a series of open market transactions at a weighted average price of $13.98 per share. These shares were purchased in multiple transactions at prices ranging from $13.50 to $14.10 5, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within such range.

On August 14, 2020, Lightspeed Select IV purchased 1,315,789 shares of Common Stock in the Offering.

(d) Except as otherwise described in Item 2 and this Item 5, no one other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the securities of the Issuer beneficially owned by the Reporting Persons as described in this Item 5.

(e) Not applicable.

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Joint Filing Agreement

A Joint Filing Agreement, dated August 24, 2020, by and among the Reporting Persons has been executed by the Reporting Persons, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Investor Rights Agreement

On December 16, 2014, the Issuer, Lightspeed VIII, Lightspeed Select and certain other shareholders of the Issuer entered into an amended and restated investor rights agreement (the “Investor Rights Agreement”), which provides the holders of Common Stock issuable upon conversion of the Issuer’s convertible preferred stock with certain registration rights, including the right to demand that the Issuer file a registration statement or request that their shares be covered by a registration statement that the Issuer is otherwise filing. The provisions of the Investor Rights Agreement, other than those related to registration rights, terminated upon the closing of the Issuer’s initial public offering. The foregoing description of the Investor Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Investor Rights Agreement, which is attached hereto as Exhibit 99.2.

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ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

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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.

Dated: August 24, 2020

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SCHEDULE A

The business address for each of the persons listed below is c/o Lightspeed Venture Partners, 2200 Sand Hill Road, Menlo Park, California 94025, and the business telephone number of each such person is (650) 234-8300.

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