Sec Form 13D Filing - Morningside Venture Investments Ltd filing for Amylyx Pharmaceuticals Inc. (AMLX) - 2023-10-04

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.

Names of Reporting Persons

Morningside Venture Investments Limited

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☒  (b) ☐

SEC Use Only

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

British Virgin Islands

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With:

Sole Voting Power

0

Shared Voting Power

2,313,227

Sole Dispositive Power

0

Shared Dispositive Power

2,313,227

Aggregate Amount Beneficially Owned by Each Reporting Person

2,313,227

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (11)

3.43% (1)

Type of Reporting Person (See Instructions)

CO

Based on 67,377,743 shares of Common Stock outstanding as of August 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on August 10, 2023.

Names of Reporting Persons

MVIL, LLC

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☒  (b) ☐

SEC Use Only

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With:

Sole Voting Power

0

Shared Voting Power

1,621,544

Sole Dispositive Power

0

Shared Dispositive Power

1,621,544

Aggregate Amount Beneficially Owned by Each Reporting Person

1,621,544

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (11)

2.41% (1)

Type of Reporting Person (See Instructions)

CO

Based on 67,377,743 shares of Common Stock outstanding as of August 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2023.

Names of Reporting Persons

Frances Anne Elizabeth Richard

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☒  (b) ☐

SEC Use Only

Source of Funds (See Instructions)

AF

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

United Kingdom

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With:

Sole Voting Power

0

Shared Voting Power

2,313,227

Sole Dispositive Power

0

Shared Dispositive Power

2,313,227

Aggregate Amount Beneficially Owned by Each Reporting Person

2,313,227

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (11)

3.43% (1)

Type of Reporting Person (See Instructions)

IN

Based on 67,377,743 shares of Common Stock outstanding as of August 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2023.

Names of Reporting Persons

Jill Marie Franklin

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☒  (b) ☐

SEC Use Only

Source of Funds (See Instructions)

AF

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

United Kingdom

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With:

Sole Voting Power

0

Shared Voting Power

2,313,227

Sole Dispositive Power

0

Shared Dispositive Power

2,313,227

Aggregate Amount Beneficially Owned by Each Reporting Person

2,313,227

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (11)

3.43% (1)

Type of Reporting Person (See Instructions)

IN

Based on 67,377,743 shares of Common Stock outstanding as of August 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2023.

Names of Reporting Persons

Peter Stuart Allenby Edwards

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☒  (b) ☐

SEC Use Only

Source of Funds (See Instructions)

AF

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

United Kingdom

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With:

Sole Voting Power

0

Shared Voting Power

2,313,227

Sole Dispositive Power

0

Shared Dispositive Power

2,313,227

Aggregate Amount Beneficially Owned by Each Reporting Person

2,313,227

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (11)

3.43% (1)

Type of Reporting Person (See Instructions)

IN

Based on 67,377,743 shares of Common Stock outstanding as of August 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2023.

Names of Reporting Persons

Cheung Ka Ho

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☒  (b) ☐

SEC Use Only

Source of Funds (See Instructions)

AF

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

Hong Kong

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With:

Sole Voting Power

0

Shared Voting Power

2,313,227

Sole Dispositive Power

0

Shared Dispositive Power

2,313,227

Aggregate Amount Beneficially Owned by Each Reporting Person

2,313,227

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (11)

3.43% (1)

Type of Reporting Person (See Instructions)

IN

Based on 67,377,743 shares of Common Stock outstanding as of August 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2023.

Names of Reporting Persons

Cheng Yee Wing Betty

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☒  (b) ☐

SEC Use Only

Source of Funds (See Instructions)

AF

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

New Zealand

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With:

Sole Voting Power

0

Shared Voting Power

1,621,544

Sole Dispositive Power

0

Shared Dispositive Power

1,621,544

Aggregate Amount Beneficially Owned by Each Reporting Person

1,621,544

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (11)

2.41% (1)

Type of Reporting Person (See Instructions)

IN

Based on 67,377,743 shares of Common Stock outstanding as of August 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2023.

Names of Reporting Persons

Wong See Wai

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☒  (b) ☐

SEC Use Only

Source of Funds (See Instructions)

AF

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

Hong Kong

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With:

Sole Voting Power

0

Shared Voting Power

1,621,544

Sole Dispositive Power

0

Shared Dispositive Power

1,621,544

Aggregate Amount Beneficially Owned by Each Reporting Person

1,621,544

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (11)

2.41% (1)

Type of Reporting Person (See Instructions)

IN

Based on 67,377,743 shares of Common Stock outstanding as of August 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2023.

The aggregate percentage of Common Stock reported beneficially owned by each person named herein is determined in accordance with SEC rules and is based on 67,377,743 shares of Common Stock outstanding as of August 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2023. The applicable SEC rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities.

Morningside Venture Investments Limited

As of the date hereof, MVIL beneficially owns 2,313,227 shares of Common Stock, representing a beneficial ownership of approximately 3.43% of the Common Stock. MVIL directly holds 691,683 shares of Common Stock and MVIL LLC, its wholly owned subsidiary, holds 1,621,544 shares of Common Stock.

(b)

1. Sole power to vote or direct vote:

2. Shared power to vote or direct vote:

3. Sole power to dispose or direct the disposition:

4. Shared power to dispose or direct the disposition:

MVIL, LLC

As of the date hereof, MVIL LLC beneficially owns 1,621,544 shares of Common Stock, representing a beneficial ownership of approximately 2.41% of the Common Stock.

(b)

1. Sole power to vote or direct vote:

2. Shared power to vote or direct vote:

3. Sole power to dispose or direct the disposition:

4. Shared power to dispose or direct the disposition:

Frances Anne Elizabeth Richard

As of the date hereof, Ms. Richard beneficially owns 2,313,227 shares of Common Stock, representing a beneficial ownership of approximately 3.43% of the Common Stock.

(b)

1. Sole power to vote or direct vote:

2. Shared power to vote or direct vote:

3. Sole power to dispose or direct the disposition:

4. Shared power to dispose or direct the disposition:

Jill Marie Franklin

As of the date hereof, Ms. Franklin beneficially owns 2,313,227 shares of Common Stock, representing a beneficial ownership of approximately 3.43% of the Common Stock.

(b)

1. Sole power to vote or direct vote:

2. Shared power to vote or direct vote:

3. Sole power to dispose or direct the disposition:

4. Shared power to dispose or direct the disposition:

Peter Stuart Allenby Edwards

As of the date hereof, Mr. Edwards beneficially owns 2,313,227 shares of Common Stock, representing a beneficial ownership of approximately 3.43% of the Common Stock.

(b)

1. Sole power to vote or direct vote:

2. Shared power to vote or direct vote:

3. Sole power to dispose or direct the disposition:

4. Shared power to dispose or direct the disposition:

Cheung Ka Ho

As of the date hereof, Mr. Cheung beneficially owns 2,313,227 shares of Common Stock, representing a beneficial ownership of approximately 3.43% of the Common Stock.

(b)

1. Sole power to vote or direct vote:

2. Shared power to vote or direct vote:

3. Sole power to dispose or direct the disposition:

4. Shared power to dispose or direct the disposition:

Cheng Yee Wing Betty

As of the date hereof, Ms. Cheng beneficially owns 1,621,544 shares of Common Stock, representing a beneficial ownership of approximately 2.41% of the Common Stock.

(b)

1. Sole power to vote or direct vote:

2. Shared power to vote or direct vote:

3. Sole power to dispose or direct the disposition:

4. Shared power to dispose or direct the disposition:

Wong See Wai

As of the date hereof, Mr. Wong beneficially owns 1,621,544 shares of Common Stock, representing a beneficial ownership of approximately 2.41% of the Common Stock.

(b)

1. Sole power to vote or direct vote:

2. Shared power to vote or direct vote:

3. Sole power to dispose or direct the disposition:

4. Shared power to dispose or direct the disposition:

Since the filing of Amendment No. 3 to the Initial Statement, MVIL sold an aggregate of 2,305,619 shares of Common Stock in open market transactions. Set out in Exhibit 99.2 to this Amendment No. 4 are details of the sales of Common Stock shares carried out by MVIL.

Not applicable.

The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock on September 25, 2023.

Exhibit
Number

Exhibit Description

By:

/s/ Frances Anne Elizabeth Richard

Frances Anne Elizabeth Richard, Director

For and on behalf of

MVIL, LLC

By:

/s/ Cheng Yee Wing Betty

Cheng Yee Wing, Manager

/s/ Frances Anne Elizabeth Richard

Frances Anne Elizabeth Richard

/s/ Jill Marie Franklin

Jill Marie Franklin

/s/ Peter Stuart Allenby Edwards

Peter Stuart Allenby Edwards

/s/ Cheung Ka Ho

Cheung Ka Ho

/s/ Cheng Yee Wing Betty

Cheng Yee Wing Betty

/s/ Wong See Wai

Wong See Wai