Sec Form 13G Filing - 5AM VENTURES III L.P. filing for ARVINAS INC. (ARVN) - 2020-02-05

SCHEDULE 13G

(Rule 13d-102)

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)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*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)   This Schedule 13G is filed by 5AM Ventures III, L.P., a Delaware limited partnership (“Ventures III”), 5AM Co-Investors III, L.P., a Delaware limited partnership (“Co-Investors III”), 5AM Partners III, LLC, a Delaware limited liability company (“Partners III”), Dr. John Diekman (“Diekman”), Andrew Schwab (“Schwab”), and Dr. Scott Rocklage (“Rocklage” and together with Ventures III, Co-Investors III, Partners III, Diekman and Schwab, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Partners III serves as the sole general partner of Ventures III.  Diekman, Schwab and Rocklage are managing members of Partners III and share voting and dispositive power over the shares held by Ventures III.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2019.

(3)   This percentage is calculated based upon 38,293,907 shares of Common Stock outstanding as of November 12, 2019 as indicated in the Issuer’s final prospectus dated November 6, 2019 filed on November 7, 2019.

2

(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Partners III serves as the sole general partner of Co-Investors III.  Diekman, Schwab and Rocklage are managing members of Partners III and share voting and dispositive power over the shares held by Co-Investors III.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2019.

(3)   This percentage is calculated based upon 38,293,907 shares of Common Stock outstanding as of November 12, 2019 as indicated in the Issuer’s final prospectus dated November 6, 2019 filed on November 7, 2019.

3

(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Includes 1,343,791 shares of Common Stock held by Ventures III and 34,632 shares of Common Stock held by Co-Investors III.  Partners III serves as the sole general partner of Ventures III and Co-Investors III.  Diekman, Schwab and Rocklage are managing members of Partners III and share voting and dispositive power over the shares held by Ventures III and Co-Investors III.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2019.

(3)   This percentage is calculated based upon 38,293,907 shares of Common Stock outstanding as of November 12, 2019 as indicated in the Issuer’s final prospectus dated November 6, 2019 filed on November 7, 2019.

4

(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Includes 1,343,791 shares of Common Stock held by Ventures III and 34,632 shares of Common Stock held by Co-Investors III.  Partners III serves as the sole general partner of Ventures III and Co-Investors III.  Diekman, Schwab and Rocklage are managing members of Partners III and share voting and dispositive power over the shares held by Ventures III and Co-Investors III.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2019.

(3)   This percentage is calculated based upon 38,293,907 shares of Common Stock outstanding as of November 12, 2019 as indicated in the Issuer’s final prospectus dated November 6, 2019 filed on November 7, 2019.

5

(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Includes 1,343,791 shares of Common Stock held by Ventures III and 34,632 shares of Common Stock held by Co-Investors III.  Partners III serves as the sole general partner of Ventures III and Co-Investors III.  Diekman, Schwab and Rocklage are managing members of Partners III and share voting and dispositive power over the shares held by Ventures III and Co-Investors III.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2019.

(3)   This percentage is calculated based upon 38,293,907 shares of Common Stock outstanding as of November 12, 2019 as indicated in the Issuer’s final prospectus dated November 6, 2019 filed on November 7, 2019.

6

(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Includes 1,343,791 shares of Common Stock held by Ventures III and 34,632 shares of Common Stock held by Co-Investors III.  Partners III serves as the sole general partner of Ventures III and Co-Investors III.  Diekman, Schwab and Rocklage are managing members of Partners III and share voting and dispositive power over the shares held by Ventures III and Co-Investors III.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2019.

(3)   This percentage is calculated based upon 38,293,907 shares of Common Stock outstanding as of November 12, 2019 as indicated in the Issuer’s final prospectus dated November 6, 2019 filed on November 7, 2019.

7

Introductory Note: This Statement on Schedule 13G (this “Statement”) is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.001 per share (“Common Stock”), of Arvinas, Inc. (the “Issuer”).

8

(1)   Includes 1,343,791 shares of Common Stock held by Ventures III.

(2)   Includes 34,632 shares of Common Stock held by Co-Investors III.

(3)   Partners III serves as the sole general partner of Ventures III and Co-Investors III.  Diekman, Schwab and Rocklage are managing members of Partners III and share voting and dispositive power over the shares held by Ventures III and Co-Investors III.

(4)   This percentage is calculated based upon 38,293,907 shares of Common Stock outstanding as of November 12, 2019 as indicated in the Issuer’s final prospectus dated November 6, 2019 filed on November 7, 2019.

9

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 5, 2020

10

Exhibit(s):

A - Joint Filing Statement

11

EXHIBIT A

JOINT FILING STATEMENT

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Arvinas, Inc. is filed on behalf of each of us.

Dated: February 5, 2020

12