Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
RAPT Therapeutics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
75382E109
(CUSIP Number)
December 31, 2020
(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 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).
(Continued on following pages)
Page 1 of 8
Exhibit Index on Page 7
| CUSIP #75382E109 | Page 2 of 8 |
| 1 | NAME OF REPORTING PERSONS Kleiner Perkins Caufield & Byers XV, LLC (“KPCB XV”) |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF |
5 | SOLE VOTING POWER
|
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 1,890,599 shares, except that Associates, the managing member of KPCB XV, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,890,599 |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.7% |
| 12 | TYPE OF REPORTING PERSON OO |
| CUSIP #75382E109 | Page 3 of 8 |
| 1 | NAME OF REPORTING PERSONS KPCB XV Founders Fund, LLC (“KPCB XV Founders”) |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
|
NUMBER
OF |
5 | SOLE VOTING POWER
|
| 6 | SHARED
VOTING POWER See response to row 5. | |
| 7 | SOLE
DISPOSITIVE POWER 56,46 4 shares, except that Associates, the managing member of KPCB XV Founders, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 56,464 |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2% |
| 12 | TYPE OF REPORTING PERSON OO |
| CUSIP #75382E109 | Page 4 of 8 |
| 1 | NAME OF REPORTING PERSONS KPCB XV Associates, LLC |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
NUMBER
OF
|
5 | SOLE VOTING POWER
|
| 6 | SHARED
VOTING POWER See response to row 5. | |
| 7 | SOLE
DISPOSITIVE POWER 1,947,063 shares, of which 1,890,599 are directly owned by KPCB XV and 56,464 are directly owned by KPCB XV Founders. Associates, the managing member of KPCB XV and KPCB XV Founders, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,947,063 |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.9% |
| 12 | TYPE OF REPORTING PERSON OO |
| CUSIP #75382E109 | Page 5 of 8 |
This Amendment No. 1 amends the Statement on Schedule 13G previously filed by Kleiner Perkins Caufield & Byers XV, LLC, a Delaware limited liability company, KPCB XV Founders Fund, LLC, a Delaware limited liability company, and KPCB XV Associates, LLC, a Delaware limited liability company. The foregoing entities are collectively referred to as the “Reporting Persons.” Only those items as to which there has been a change are included in this Amendment No. 1.
| ITEM 4. | OWNERSHIP |
The following information with respect to the ownership of the ordinary shares of the Issuer by the persons filing this Statement is provided as of December 31, 2020:
| (a) | Amount beneficially owned:
See Row 9 of cover page for each Reporting Person. |
| (b) | Percent of Class:
See Row 11 of cover page for each Reporting Person. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person. |
| (ii) | Shared power to vote or to direct the vote:
See Row 6 of cover page for each Reporting Person. |
| (iii) | Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for each Reporting Person. |
| (iv) | Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person. |
| CUSIP #75382E109 | Page 6 of 8 |
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.
Date: February 12, 2021
| KLEINER PERKINS CAUFIELD & BYERS XV, LLC, a Delaware limited liability company | ||
| By: KPCB XV ASSOCIATES, LLC, a Delaware limited liability company, its managing member | ||
| By: | /s/ Susan Biglieri | |
| Susan Biglieri | ||
| Chief Financial Officer | ||
| KPCB XV FOUNDERS FUND, LLC, a Delaware limited liability company | ||
| By: KPCB XV ASSOCIATES, LLC, a Delaware limited liability company, its managing member | ||
| By: | /s/ Susan Biglieri | |
| Susan Biglieri | ||
| Chief Financial Officer | ||
| KPCB XV ASSOCIATES, LLC, a Delaware limited liability company | ||
| By: | /s/ Susan Biglieri | |
| Susan Biglieri | ||
| Chief Financial Officer | ||
| CUSIP #75382E109 | Page 7 of 8 |
EXHIBIT INDEX
| Found
on Sequentially | |
| Exhibit | Numbered Page |
| Exhibit A: Agreement of Joint Filing | 8 |
| CUSIP #75382E109 | Page 8 of 8 |
exhibit A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: February 12, 2021
| KLEINER PERKINS CAUFIELD & BYERS XV, LLC, a Delaware limited liability company | ||
| By: KPCB XV ASSOCIATES, LLC, a Delaware limited liability company, its managing member | ||
| By: | /s/ Susan Biglieri | |
| Susan Biglieri | ||
| Chief Financial Officer | ||
| KPCB XV FOUNDERS FUND, LLC, a Delaware limited liability company | ||
| By: KPCB XV ASSOCIATES, LLC, a Delaware limited liability company, its managing member | ||
| By: | /s/ Susan Biglieri | |
| Susan Biglieri | ||
| Chief Financial Officer | ||
| KPCB XV ASSOCIATES, LLC, a Delaware limited liability company | ||
| By: | /s/ Susan Biglieri | |
| Susan Biglieri | ||
| Chief Financial Officer | ||