Sec Form 13G Filing - New Leaf Ventures III L.P. filing for RALLYBIO CORP COM (RLYB) - 2023-02-06

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

  New Leaf Ventures III, L.P.

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

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  2,147,757 (1)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  2,147,757 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,147,757 (1)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  5.8% (2)

  TYPE OF REPORTING PERSON (see instructions)

  PN

All such shares are held of record by NLV-III (as defined in Item 2(a) of the Original Schedule 13G). NLVM-III (as defined in Item 2(a) of the Original Schedule 13G) is the general partner of NLVA-III (as defined in Item 2(a) of the Original Schedule 13G), which is the general partner of NLV-III. Each of NLVM-III and NLVA-III may be deemed to have voting, investment and dispositive power with respect to these securities. Ronald Hunt, a member of the Issuer’s board of directors, and Vijay Lathi are the managing members of NLVM-III and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 37,091,399 shares of the Issuer’s Common Stock outstanding immediately after the Issuer’s public offering (excluding the underwriter’s option to purchase an additional 1,250,000 shares), as reported in the Issuer’s prospectus on Form 424(b)(5) and filed with the Securities and Exchange Commission (the “Commission”) on November 14, 2022 (the “Prospectus”).

  NAMES OF REPORTING PERSONS

  New Leaf Venture Associates III, L.P.

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

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  2,147,757 (1)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  2,147,757 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,147,757 (1)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  5.8% (2)

  TYPE OF REPORTING PERSON (see instructions)

  PN

All such shares are held of record by NLV-III. NLVM-III is the general partner of NLVA-III, which is the general partn er of NLV-III. Each of NLVM-III and NLVA-III may be deemed to have voting, investment and dispositive power with respect to these securities. Ronald Hunt, a member of the Issuer’s board of directors, and Vijay Lathi are the managing members of NLVM-III and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 37,091,399 shares of the Issuer’s Common Stock outstanding immediately following the Issuer’s public offering, as reported in the Prospectus.

  NAMES OF REPORTING PERSONS

  New Leaf Venture Management III, L.L.C.

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

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  2,147,757 (1)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  2,147,757 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,147,757 (1)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  5.8% (2)

  TYPE OF REPORTING PERSON (see instructions)

  00

All such shares are held of record by NLV-III. NLVM-III is the general partner of NLVA-III, which is the general partner of NLV-III. Each of NLVM-III and NLVA-III may be deemed to have voting, investment and dispositive power with respect to these securities. Ronald Hunt, a member of the Issuer’s board of directors, and Vijay Lathi are the managing members of NLVM-III and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 37,091,399 shares of the Issuer’s Common Stock outstanding immediately following the Issuer’s public offering, as reported in the Prospectus.

  NAMES OF REPORTING PERSONS

  New Leaf Biopharma Opportunities II, L.P.

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

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  1,153,846 (1)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  1,153,846 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,153,846 (1)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  3.1% (2)

  TYPE OF REPORTING PERSON (see instructions)

  PN

All such shares are held of record by NL BPO-II (as defined in Item 2(a) of the Original Schedule 13G). NL BPOM-II (as defined in Item 2(a) of the Original Schedule 13G) is the general partner of NL BPOA-II (as defined in Item 2(a) of the Original Schedule 13G), which is the general partner of NL BPO-II. Each of NL BPOM-II and NL BPOA-II may be deemed to have voting, investment and dispositive power with respect to these securities. Ronald Hunt, a member of the Issuer’s board of directors, and Vijay Lathi are the managing members of NL BPOM-II and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 37,091,399 shares of the Issuer’s Common Stock outstanding immediately following the Issuer’s public offering, as reported in the Prospectus.

  NAMES OF REPORTING PERSONS

  New Leaf BPO Associates II, L.P.

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

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  1,153,846 (1)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  1,153,846 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,153,846 (1)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  3.1% (2)

  TYPE OF REPORTING PERSON (see instructions)

  PN

All such shares are held of record by NL BPO-II. NL BPOM-II is the general partner of NL BPOA-II, which is the general partner of NL BPO-II. Each of NL BPOM-II and NL BPOA-II may be deemed to have voting, investment and dispositive power with respect to these securities. Ronald Hunt, a member of the Issuer’s board of directors, and Vijay Lathi are the managing members of NL BPOM-II and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 37,091,399 shares of the Issuer’s Common Stock outstanding immediately following the Issuer’s public offering, as reported in the Prospectus.

  NAMES OF REPORTING PERSONS

  New Leaf BPO Management II, L.L.C.

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

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  1,153,846 (1)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  1,153,846 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,153,846 (1)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  3.1% (2)

  TYPE OF REPORTING PERSON (see instructions)

  OO

All such shares are held of record by NL BPO-II. NL BPOM-II is the general partner of NL BPOA-II, which is the general partner of NL BPO-II. Each of NL BPOM-II and NL BPOA-II may be deemed to have voting, investment and dispositive power with respect to these securities. Ronald Hunt, a member of the Issuer’s board of directors, and Vijay Lathi are the managing members of NL BPOM-II and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 37,091,399 shares of the Issuer’s Common Stock outstanding immediately following the Issuer’s public offering, as reported in the Prospectus.

  NAMES OF REPORTING PERSONS

  Ronald Hunt

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

  (a)  ☐        (b)  ☒

  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

21,532 shares of Common Stock underlying fully vested stock options, or stock options that fully vest within 60 days of December 31, 2022, owned directly by Hunt.

  SHARED VOTING POWER

  3,301,603 (1)

  SOLE DISPOSITIVE POWER

21,532 shares of Common Stock underlying fully vested stock options, or stock options that fully vest within 60 days of December 31, 2022, owned directly by Hunt.

  SHARED DISPOSITIVE POWER

  3,301,603 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  3,323,135 (1)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  8.9% (2)

  TYPE OF REPORTING PERSON (see instructions)

  IN

Consists of (i) 2,147,757 shares of the Issuer’s Common Stock held by NLV-III and (ii) 1,153,846 shares of the Issuer’s Common Stock held by NL BPO-II. NLVM-III is the general partner of NLVA-III, which is the general partner of NLV-III. Each of NLVM-III and NLVA-III may be deemed to have voting, investment and dispositive power with respect to the shares held by NLV-III. NL BPOM-II is the general partner of NL BPOA-II, which is the general partner of NL BPO-II. Each of NL BPOM-II and NL BPOA-II may be deemed to have voting, investment and dispositive power with respect to the shares held by NL BPO-II. Ronald Hunt, a member of the Issuer’s board of directors, and Vijay Lathi are managing members of each of NLVM-III and NL BPOM-II and may be deemed to have voting, investment and dispositive power with respect to the shares held by each of NLV-III and NL BPO-II.

Based on 37,112,931 shares of the Issuer’s Common Stock, calculated as follows (i) 37,091,399 shares of the Issuer’s Common Stock outstanding immediately following the Issuer’s public offering, as reported in the Prospectus plus (ii) 21,532 shares of the Issuer’s Common Stock underlying fully vested stock options or options that will become fully vested within 60 days of December 31, 2022, granted to Hunt in his capacity as a member of the Issuer’s board of directors.

  NAMES OF REPORTING PERSONS

  Vijay Lathi

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

  (a)  ☐        (b)  ☒

  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

  3,301,603 (1)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  3,301,603 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  3,301,603 (1)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  8.9% (2)

  TYPE OF REPORTING PERSON (see instructions)

  IN

Consists of (i) 2,147,757 shares of the Issuer’s Common Stock held by NLV-III and (ii) 1,153,846 shares of the Issuer’s Common Stock held by NL BPO-II. NLVM-III is the general partner of NLVA-III, which is the general partner of NLV-III. Each of NLVM-III and NLVA-III may be deemed to have voting, investment and dispositive power with respect to the shares held by NLV-III. NL BPOM-II is the general partner of NL BPOA-II, which is the general partner of NL BPO-II. Each of NL BPOM-II and NL BPOA-II may be deemed to have voting, investment and dispositive power with respect to the shares held by NL BPO-II. Ronald Hunt, a member of the Issuer’s board of directors, and Vijay Lathi are managing members of each of NLVM-III and NL BPOM-II and may be deemed to have voting, investment and dispositive power with respect to the shares held by each of NLV-III and NL BPO-II.

Based on 37,091,399 shares of the Issuer’s Common Stock outstanding immediately following the Issuer’s public offering, as reported in the Prospectus.

Ownership.

Amount beneficially owned:

Percent of class:

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

Except to the extent of his, her or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares of Common Stock, except for the shares, if any, such Reporting Person holds of record.