Sec Form 13G Filing - VK Services LLC filing for PARDES BIOSCIENCES INC. (PRDS) - 2022-02-14

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 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.

  NAMES OF REPORTING PERSONS

  Khosla Ventures Seed D, LP

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  3,400,464 (2)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  3,400,464 (2)

  AGGREGATE AMOUNT BEN EFICIALLY OWNED BY EACH REPORTING PERSON

  3,400,464 (2)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  5.5% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  PN

This statement on Schedule 13G is filed by Khosla Ventures Seed D, LP (“Seed D”), Khosla Ventures VII, LP (“KV VII”), Khosla Ventures Seed Associates D, LLC (“KVSA D”), Khosla Ventures Associates VII, LLC (“KVA VII”), VK Services, LLC (“VK Services”) and Vinod Khosla (“Khosla”, together with Seed D, KV VII, KVSA D, KVA VII and VK Services collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

All of the shares are owned by Seed D. The general partner of Seed D is KVSA D. VK Services is the sole manager of KVSA D. Khosla is the managing member of VK Services. Each of Khosla, VK Services and KVSA D possesses power to direct the voting and disposition of the shares owned by Seed D, and each of Khosla, VK Services and KVSA D may be deemed to have indirect beneficial ownership of such shares.

The percentages set forth on the cover sheets are calculated based on 62,378,996 shares of Common Stock outstanding as of December 23, 2021 as set forth as set forth in the Issuer’s current report on Form 8-K as filed with the Securities and Exchange Commission on December 30, 2021.

  NAMES OF REPORTING PERSONS

  Khosla Ventures VII, LP

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  2,751,302 (2)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  2,751,302 (2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,751,302 (2)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  4.4% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  PN

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

All of the shares are owned by KV VII. The general partner of KV VII is KVA VII. VK Services is the sole manager of KVA VII. Khosla is the managing member of VK Services. Each of Khosla, VK Services and KVA VII possesses power to direct the voting and disposition of the shares owned by KV VII, and each of Khosla, VK Services and KVA VII may be deemed to have indirect beneficial ownership of such shares.

The percentages set forth on the cover sheets are calculated based on 62,378,996 shares of Common Stock outstanding as of December 23, 2021 as set forth as set forth in the Issuer’s current report filed on Form 8-K as filed with the Securities and Exchange Commission on December 30, 2021.

  NAMES OF REPORTING PERSONS

  Khosla Ventures Seed Associates D, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  3,400,464 (2)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  3,400,464 (2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  3,400,464 (2)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  5.5% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

All of the shares beneficially owned by KVSA D are comprised of Common Stock held by Seed D. The general partner of Seed D is KVSA D. VK Services is the sole manager of KVSA D. Khosla is the managing member of VK Services. Each of Khosla, VK Services and KVSA D possess power to direct the voting and disposition of the shares owned by Seed D, and each of Khosla, VK Services and KVSA D may be deemed to have indirect beneficial ownership of such shares. KVSA D holds no shares of the Issuer directly.

The percentages set forth on the cover sheets are calculated based on 62,378,996 shares of Common Stock outstanding as of December 23, 2021 as set forth as set forth in the Issuer’s current report filed on Form 8-K as filed with the Securities and Exchange Commission on December 30, 2021.

  NAMES OF REPORTING PERSONS

  Khosla Ventures Associates VII, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  2,751,302 (2)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  2,751,302 (2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,751,302 (2)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  4.4% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

All of the shares beneficially owned by KVA VII are comprised of Common Stock held by KV VII. The general partner of KV VII is KVA VII. VK Services is the sole manager of KVA VII. Khosla is the managing member of VK Services. Each of Khosla, VK Services and KVA VII possess power to direct the voting and disposition of the shares owned by KV VII, and each of Khosla, VK Services and KVA VII may be deemed to have indirect beneficial ownership of such shares. KVA VII holds no shares of the Issuer directly.

The percentages set forth on the cover sheets are calculated based on 62,378,996 shares of Common Stock outstanding as of December 23, 2021 as set forth as set forth in the Issuer’s current report filed on Form 8-K as filed with the Securities and Exchange Commission on December 30, 2021.

  NAMES OF REPORTING PERSONS

  VK Services, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  6,151,766 (2)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  6,151,766 (2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  6,151,766 (2)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  9.9% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

All of the shares beneficially owned by VK Services are comprised of Common Stock held by Seed D and KV VII. The general partner of Seed D is KVSA D and the general partner of KV VII is KVSA VII. VK Services is the sole manager of KVA VII and KVSA D. Khosla is the managing member of VK Services. Each of Khosla, VK Services and KVA VII possesses power to direct the voting and disposition of the shares owned by KV VII, and each of Khosla, VK Services and KVA VII may be deemed to have indirect beneficial ownership of such shares. Each of Khosla, VK Services and KVSA D possesses power to direct the voting and disposition of the shares owned by Seed D, and each of Khosla, VK Services and KVSA D may be deemed to have indirect beneficial ownership of such shares. VK Services holds no shares of the Issuer directly.

The percentages set forth on the cover sheets are calculated based on 62,378,996 shares of Common Stock outstanding as of December 23, 2021 as set forth as set forth in the Issuer’s current report filed on Form 8-K as filed with the Securities and Exchange Commission on December 30, 2021.

  NAMES OF REPORTING PERSONS

  Vinod Khosla

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  6,151,766 (2)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  6,151,766 (2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  6,151,766 (2)

   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  9.9% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

All of the shares beneficially owned by Khosla are comprised of Common Stock held by Seed D and KV VII. The general partner of Seed D is KVSA D and the general partner of KV VII is KVSA VII. VK Services is the sole manager of KVA VII and KVSA D. Khosla is the managing member of VK Services. Each of Khosla, VK Services and KVA VII possesses power to direct the voting and disposition of the shares owned by KV VII, and each of Khosla, VK Services and KVA VII may be deemed to have indirect beneficial ownership of such shares. Each of Khosla, VK Services and KVSA D possesses power to direct the voting and disposition of the shares owned by Seed D, and each of Khosla, VK Services and KVSA D may be deemed to have indirect beneficial ownership of such shares. Khosla holds no shares of the Issuer directly.

The percentages set forth on the cover sheets are calculated based on 62,378,996 shares of Common Stock outstanding as of December 23, 2021 as set forth as set forth in the Issuer’s current report filed on Form 8-K as filed with the Securities and Exchange Commission on December 30, 2021.

Name of Issuer:

Address of Issuer’s Principal Executive Officers:

Name of Person(s) Filing:

Address of Principal Business Office:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Amount Beneficially Owned:

Percent of Class:

Number of shares as to which such persons have:

Seed D (2)

KV VII (2)

KVSA D (2)

KVA VII (2)

VK Services (2)

Khosla (2)

Represents the number of shares of Common Stock and the number of shares of Common Stock issuable upon exercise of options, warrants and other convertible securities that are exercisable within 60 days of the date of this statement on Schedule 13G (“Securities”) currently beneficially owned by the Reporting Persons.

The general partner of KV VII is KVA VII and the general partner of Seed D is KVSA D. Khosla is the managing member of VK Services. Each of Khosla, VK Services and KVA VII possesses power to direct the voting and disposition of the shares owned by KV VII, and each of Khosla, VK Services and KVA IV may be deemed to have indirect beneficial ownership of such shares. Each of Khosla, VK Services and KVSA D possesses power to direct the voting and disposition of the shares owned by Seed D, and each of Khosla, VK Services and KVSA D may be deemed to have indirect beneficial ownership of such shares. KVSA D, KVA VII, VK Services and Khosla hold no Securities of the Issuer directly.

The percentages set forth on the cover sheets are calculated based on 62,378,996 shares of Common Stock outstanding as of December 23, 2021 as set forth as set forth in the Issuer’s current report filed on Form 8-K as filed with the Securities and Exchange Commission on December 30, 2021.

Ownership of Five Percent or Less of a Class:

Ownership of More Than Five Percent on Behalf of Another Person:

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

Identification and Classification of Members of the Group:

Notice of Dissolution of Group:

Certification: