Sec Form 13G Filing - Venrock Associates VII L.P. filing for Cyteir Therapeutics Inc. (CYT) - 2022-02-14

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*

 

Cyteir Therapeutics, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

23284P103

(CUSIP Number)

 

December 31, 2021

(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 the disclosures provided in a prior cover page.

 

The information required in 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).

 

 

 

CUSIP No. 23284P103

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1.	Name of Reporting Persons   Venrock Associates VII, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x1 (b) ¨
3.	SEC USE ONLY
4.	Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power   0
	6.	Shared Voting Power   3,259,0222
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   3,259,0222

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   3,259,0222
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9)   9.2%3
12.	Type of Reporting Person (See Instructions)   PN

 

1	Venrock Associates VII, L.P., Venrock Partners VII, L.P. and Venrock Management VII, LLC are members of a group for the purposes of this Schedule 13G.

 

2	Consists of 3,009,708 shares owned by Venrock Associates VII, L.P. and 249,314 shares owned by Venrock Partners VII, L.P.

 

3	This percentage is calculated based upon 35,370,929 shares of the Issuer’s common shares outstanding as of November 10, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2021.

 

 

CUSIP No. 23284P103

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1.	Name of Reporting Persons   Venrock Partners VII, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x1 (b) ¨
3.	SEC USE ONLY
4.	Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power   0
	6.	Shared Voting Power   3,259,0222
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   3,259,0222

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   3,259,0222
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9)   9.2%3
12.	Type of Reporting Person (See Instructions)   PN

 

1	Venrock Associates VII, L.P., Venrock Partners VII, L.P. and Venrock Management VII, LLC are members of a group for the purposes of this Schedule 13G.

 

2	Consists of 3,009,708 shares owned by Venrock Associates VII, L.P. and 249,314 shares owned by Venrock Partners VII, L.P.

 

3	This percentage is calculated based upon 35,370,929 shares of the Issuer’s common shares outstanding as of November 10, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2021.

 

 

CUSIP No. 23284P103

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1.	Name of reporting persons   Venrock Management VII, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x1 (b) ¨
3.	SEC USE ONLY
4.	Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power   0
	6.	Shared Voting Power   3,259,0222
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   3,259,0222

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   3,259,0222
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 9.2%3
12.	Type of Reporting Person (See Instructions)   OO

 

1	Venrock Associates VII, L.P., Venrock Partners VII, L.P. and Venrock Management VII, LLC are members of a group for the purposes of this Schedule 13G.

 

2	Consists of 3,009,708 shares owned by Venrock Associates VII, L.P. and 249,314 shares owned by Venrock Partners VII, L.P.

 

3	This percentage is calculated based upon 35,370,929 shares of the Issuer’s common shares outstanding as of November 10, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2021.

 

 

CUSIP No. 23284P103

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Introductory Note: This Schedule 13G is filed on behalf of Venrock Associates VII, L.P., a limited partnership organized under the laws of the State of Delaware (“VA7”), Venrock Partners VII, L.P., a limited partnership organized under the laws of the State of Delaware (“VP7”) and Venrock Management VII, LLC, a limited liability company organized under the laws of the State of Delaware (“VM7” and together with VA7 and VP7, the “Venrock Entities”) in respect of the common stock of Cyteir Therapeutics, Inc.

 

Item 1.

 

(a)

Name of Issuer

 

Cyteir Therapeutics, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices

 

128 Spring Street, Building A, Suite 510

Lexington, MA 02421

 

Item 2.

 

(a)

Name of Person Filing

 

Venrock Associates VII, L.P.

Venrock Partners VII, L.P.

Venrock Management VII, LLC

 

(b)

Address of Principal Business Office or, if none, Residence

 

New York Office:	Palo Alto Office:
7 Bryant Park	3340 Hillview Avenue
23rd Floor	Palo Alto, CA 94304
New York, NY 10018

 

(c)

Citizenship

 

All of the Venrock Entities were organized in Delaware.

 

(d)

Title of Class of Securities

 

Common Stock, par value $0.001 per share.

 

(e)

CUSIP Number

 

23284P103

 

 

CUSIP No. 23284P103

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Item 3.

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable

  

Item 4.

Ownership

 

(a)

Amount Beneficially Owned as of December 31, 2021:

 

	Venrock Associates VII, L.P.	3,259,022	(1)
	Venrock Partners VII, L.P.	3,259,022	(1)
	Venrock Management VII, LLC	3,259,022	(1)

 

(b)

Percent of Class as of December 31, 2021:

 

	Venrock Associates VII, L.P.	9.2%
	Venrock Partners VII, L.P.	9.2%
	Venrock Management VII, LLC	9.2%

 

(c)

Number of shares as to which the person has, as of December 31, 2021:

 

(i)

Sole power to vote or to direct the vote

 

	Venrock Associates VII, L.P.	0
	Venrock Partners VII, L.P.	0
	Venrock Management VII, LLC	0

 

 

CUSIP No. 23284P103

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(ii)

Shared power to vote or to direct the vote

 

	Venrock Associates VII, L.P.	3,259,022	(1)
	Venrock Partners VII, L.P.	3,259,022	(1)
	Venrock Management VII, LLC	3,259,022	(1)

 

(iii)

Sole power to dispose or to direct the disposition of

 

	Venrock Associates VII, L.P.	0
	Venrock Partners VII, L.P.	0
	Venrock Management VII, LLC	0

 

(iv)

Shared power to dispose or to direct the disposition of

 

	Venrock Associates VII, L.P.	3,259,022	(1)
	Venrock Partners VII, L.P.	3,259,022	(1)
	Venrock Management VII, LLC	3,259,022	(1)

 

(1)	These shares are owned directly as follows: 3,009,708 shares are owned by Venrock Associates VII, L.P. and 249,314 shares are owned by Venrock Partners VII, L.P.  Venrock Management VII, LLC is the sole general partner of both Venrock Associates VII, L.P. and Venrock Partners VII, L.P.

 

Item 5.

Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨. 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable

 

Item 9.

Notice of Dissolution of a Group

 

Not Applicable

 

 

CUSIP No. 23284P103

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Item 10.

Certification

 

Not applicable.

 

 

CUSIP No. 23284P103

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SIGNATURE

 

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: February 14, 2022

 

Venrock Associates VII, L.P.				Venrock Partners VII, L.P.
By:	Venrock Management VII, LLC			By:	Venrock Management VII, LLC
Its:	General Partner			Its:	General Partner
By:	/s/ David L. Stepp			By:	/s/ David L. Stepp
	Name:	David L. Stepp			Name:	David L. Stepp
	Its:	Authorized Signatory			Its:	Authorized Signatory
Venrock Management VII, LLC
By:	/s/ David L. Stepp
	Name:	David L. Stepp
	Its:	Authorized Signatory

 

 

CUSIP No. 23284P103

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EXHIBITS

 

A:	Joint Filing Agreement

 

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock of Cyteir Therapeutics, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

 

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 14^th day of February, 2022.

 

Venrock Associates VII, L.P.				Venrock Partners VII, L.P.
By:	Venrock Management VII, LLC			By:	Venrock Management VII, LLC
Its:	General Partner			Its:	General Partner
By:	/s/ David L. Stepp			By:	/s/ David L. Stepp
	Name:	David L. Stepp			Name:	David L. Stepp
	Its:	Authorized Signatory			Its:	Authorized Signatory
Venrock Management VII, LLC
By:	/s/ David L. Stepp
	Name:	David L. Stepp
	Its:	Authorized Signatory