Sec Form 13G Filing - Aisling Capital IV LP @ Elevation Oncology Inc.

Sec Form 13G Filing - Aisling Capital IV LP filing for Elevation Oncology Inc. (ELEV) - 2022-02-14

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.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Elevation Oncology, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

28623U101

(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)

☒ 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).

(1)	Represents (i) 2,859,900 shares of Common Stock and (ii) 6,248 shares of Common Stock issuable in respect of 6,248 Director Stock Options beneficially owned by the Reporting Person.

(2)

Calculated based on (i) 23,225,637 shares of Common Stock outstanding as of November 9, 2021 as reported on the Issuer’s Form 10-Q, filed on November 12, 2021 and (ii) 15,619 shares of Common Stock beneficially owned in respect of 15,619 Director Stock Options, which have settled or will settle one-for-one in shares of Common Stock within 60 days of this filing, but which were not included in the shares outstanding as of November 9, 2021.

(1)	Represents (i) 2,859,900 shares of Common Stock and (ii) 6,248 shares of Common Stock issuable in respect of 6,248 Director Stock Options beneficially owned by the Reporting Person.

(2)

(1)	Represents (i) 2,859,900 shares of Common Stock and (ii) 6,248 shares of Common Stock issuable in respect of 6,248 Director Stock Options beneficially owned by the Reporting Person.

(2)

(1)	Represents (i) 2,859,900 shares of Common Stock and (ii) 6,248 shares of Common Stock issuable in respect of 6,248 Director Stock Options beneficially owned by the Reporting Person.

(2)

(1)	Represents (i) 2,859,900 shares of Common Stock and (ii) 6,248 shares of Common Stock issuable in respect of 6,248 Director Stock Options beneficially owned by the Reporting Person.

(2)


Item 1(a).	Name of Issuer

	Elevation Oncology, Inc. (the “Issuer”)

Item 1(b).	Address of the Issuer’s Principal Executive Offices

	888 Seventh Ave., 12th Floor
	New York, NY 10106

Item 2(a).	Names of Persons Filing

	This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:
	(i)	Aisling Capital IV, LP
	(ii)	Aisling Capital Partners IV LLC
	(iii)	Aisling Capital Partners IV, LP
	(iv)	Steve Elms
	(v)	Andrew N. Schiff

Item 2(b).	Address of the Principal Business Office, or if none, Residence:

	C/O Aisling Capital Management LP
	888 Seventh Ave., 12th Floor
	New York, NY 10106

Item 2(c).	Citizenship

	See responses to Item 4 on each cover page.

Item 2(d).	Title of Class of Securities

	Common Stock, par value $0.0001 per share

Item 2(e).	CUSIP Number

	28623U101

Item 3.	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):

	Not Applicable.

Item 4.	Ownership

	(a)	Amount beneficially owned: See responses to Item 9 on each cover page.
	(b)	Percent of Class: See responses to Item 11 on each cover page.
	(c)	Number of shares as to which the Reporting Person has:
		(i)	Sole power to vote or to direct the vote:
			See responses to Item 5 on each cover page.
		(ii)	Shared power to vote or to direct the vote:
			See responses to Item 6 on each cover page.


		(iii)	Sole power to dispose or to direct the disposition of:
			See responses to Item 7 on each cover page.
		(iv)	Shared power to dispose or to direct the disposition of:
			See responses to Item 8 on each cover page.

			The securities are directly held by Aisling Capital IV, LP (“Aisling”). Aisling Capital Partners IV, LP (“Aisling GP”), is the general partner of Aisling, and Aisling Capital Partners IV LLC (“Aisling Partners”), is the general partner of Aisling GP. The managers of Aisling Partners are Dr. Andrew Schiff and Steve Elms, who share voting power and dispositive powers over securities held by Aisling, and as a result, may each be deemed to have beneficial ownership over such securities. This Statement shall not be construed as an admission that any of the Reporting Persons are, for purposes of Section 13(d) and 13(g), beneficial owners of the reported securities.

Item 5.	Ownership of Five Percent or Less of a Class

	Not Applicable.

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

	Not Applicable.

Item 8.	Identification and Classification of Members of the Group

	Not Applicable.

Item 9.	Notice of Dissolution of Group

	Not Applicable.

Item 10.	Certification

	Not Applicable.

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


AISLING CAPITAL IV, LP By Aisling Capital Partners IV, LP, its General Partner By Aisling Capital Partners IV LLC, its General Partner

By:		/s/ Andrew Schiff
Name:		Andrew Schiff
Title:		Managing Member

EXHIBIT LIST


Exhibit A		Joint Filing Agreement, dated as of February 14, 2022

Names of Reporting Persons

Aisling Capital IV, LP

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

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Delaware