Sec Form 13G Filing - Lundbeckfond Invest A/S filing for Enliven Therapeutics Inc. (ELVN) - 2021-02-03

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

   Lundbeckfond Invest A/S (“Lundbeckfond”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

   Denmark

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  1,432,722 shares of Common Stock, except that (i) Lene Skole (“Skole”), chief executive officer of Lundbeckfond, may be deemed to have sole power to vote these shares; (ii) the board of directors of Lundbeckfond (the “Board”) has delegated voting and dispositive power with respect to shares of the Issuer held by Lundbeckfond to Skole and may be deemed to have shared power to vote these shares; and (iii) Mette Kirstine Agger (“Agger”), managing partner of Lundbeckfonden Ventures, an affiliate of Lundbeckfond, and a member of the Board of Directors of the Issuer, may be deemed to have shared power to vote these shares.

  SHARED VOTING POWER

   See response to row 5 above.

  SOLE DISPOSITIVE POWER

  1,432,722 shares of Common Stock, except that (i) Skole, chief executive officer of Lundbeckfond, may be deemed to have sole power to dispose of these shares; (ii) the Board has delegated voting and dispositive power with respect to shares of the Issuer held by Lundbeckfond to Skole and may be deemed to have shared power to dispose of these shares; and (iii) Agger, managing partner of Lundbeckfonden Ventures, an affiliate of Lundbeckfond, and a member of the Board of Directors of the Issuer, may be deemed to have shared power to dispose of these shares.

  SHARED DISPOSITIVE POWER

   See response to row 7 above.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

   8.2%(1)

  TYPE OF REPORTING PERSON (see instructions)

   FI

Based upon 17,407,441 shares of the Issuer’s Common Stock outstanding as of October 30, 2020, as reported on the Issuer’s Quarterly Report on Form 10-Q as filed with the United States Securities and Exchange Commission on November 5, 2020 (“Form 10-Q”).

  NAMES OF REPORTING PERSONS

   Lene Skole (“Skole”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

   Denmark

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  1,432,722 shares of Common Stock held directly by Lundbeckfond, except that (i) the Board has delegated voting and dispositive power with respect to shares of the Issuer held by Lundbeckfond to Skole and may be deemed to have shared power to vote these shares; and (ii) Agger, managing partner of Lundbeckfonden Ventures, an affiliate of Lundbeckfond, and a member of the Board of Directors of the Issuer, may be deemed to have shared power to vote these shares.

  SHARED VOTING POWER

   See response to row 5 above.

  SOLE DISPOSITIVE POWER

  1,432,722 shares of Common Stock held directly by Lundbeckfond, except that (i) the Board has delegated voting and dispositive power with respect to shares of the Issuer held by Lundbeckfond to Skole and may be deemed to have shared power to dispose of these shares; and (ii) Agger, managing partner of Lundbeckfonden Ventures, an affiliate of Lundbeckfond, and a member of the Board of Directors of the Issuer, may be deemed to have shared power to dispose of these shares.

  SHARED DISPOSITIVE POWER

   See response to row 7 above.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

   1,432,722 shares of Common Stock

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

   8.2%(1)

  TYPE OF REPORTING PERSON (see instructions)

   IN

Based upon 17,407,441 shares of the Issuer’s Common Stock outstanding as of October 30, 2020, as reported on the Issuer’s Form 10-Q.

  NAMES OF REPORTING PERSONS

   Mette Kirstine Agger (“Agger”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

   Denmark

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  See response to row 6 below.

  SHARED VOTING POWER

  1,432,722 shares of Common Stock held directly by Lundbeckfond, except that (i) Skole, chief executive officer of Lundbeckfond, may be deemed to have sole power to vote these shares and (ii) the Board has delegated voting and dispositive power with respect to shares of the Issuer held by Lundbeckfond to Skole and may be deemed to have shared power to vote these shares.

  SOLE DISPOSITIVE POWER

  See response to row 8 below.

  SHARED DISPOSITIVE POWER

  1,432,722 shares of Common Stock held directly by Lundbeckfond, except that (i) Skole, chief executive officer of Lundbeckfond, may be deemed to have sole power to dispose of these shares and (ii) the Board has delegated voting and dispositive power with respect to shares of the Issuer held by Lundbeckfond to Skole and may be deemed to have shared power to dispose of these shares.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

   1,432,722 shares of Common Stock

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

   8.2%(1)

  TYPE OF REPORTING PERSON (see instructions)

   IN

Based upon 17,407,441 shares of the Issuer’s Common Stock outstanding as of October 30, 2020, as reported on the Issuer’s Form 10-Q.

Name of Issuer

Address of Issuer’s Principal Executive Offices

Name of Each Person Filing

Address or the Principal Office or, if none, residence of each Person Filing

Citizenship

Title of Class of Securities

CUSIP Number

Amount beneficially owned: See row 9 of cover page for each Reporting Person.

Percent of class: See row 11 and corresponding footnote on the cover page for each Reporting Person.

Number of shares as to which the person has:

Sole power to vote or to direct the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

Each of the Reporting Persons, except Lundbeckfond, disclaims beneficial ownership of the shares owned by Lundbeckfond, except to the extent of their respective pecuniary interests therein.

This Schedule 13G was executed by Lene Skole and Mette Kristine Agger on behalf of the entity listed above, as indicated, pursuant to that certain Power of Attorney, a copy of which is already on file with the appropriate agencies.