Sec Form 13G Filing - Versant Venture Capital V L.P. filing for GRITSTONE BIO INC (GRTSQ) - 2023-02-09

  Name of Reporting Persons

  Versant Venture Capital V, L.P.

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

  (a)  ☐        (b)  ☒(1)

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  2,723,031 shares of Common Stock (2)

  Shared Voting Power

  0

  Sole Dispositive Power

  2,723,031 shares of Common Stock (2)

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  2,723,031 shares of Common Stock (2)

  Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row 9

  3.3% (3)

  Type of Reporting Person (See Instructions)

  PN

This Schedule 13G is filed by Versant Venture Capital V, L.P. (“VVC V”), Versant Affiliates Fund V, L.P. (“VAF V”), Versant Ophthalmic Affiliates Fund I, L.P. (“VOA”), Versant Venture Capital V (Canada) LP (“VVC CAN”) and Versant Vantage I, L.P. (“VV I”). Versant Ventures V, LLC (“VV V”) is the sole general partner of VVC V, VAF V and VOA. Samuel D. Colella (“Colella”), Jerel C. Davis (“Davis”), William J. Link (“Link”), Bradley Bolzon, Ph.D. (“Bolzon”), Kirk G. Nielsen (“Nielsen”), Thomas Woiwode (“Woiwode”) and Robin L. Praeger (“Praeger”) are managing directors of VV V. Versant Ventures V GP-GP (Canada), Inc. (“VV V CAN GP”) is the sole general partner of Versant Ventures V (Canada), L.P. (“VV V CAN”) and VV V CAN is the sole general partner of VVC CAN. Colella, Davis, Link, Bolzon, Praeger, Nielsen and Woiwode are directors of VV V CAN GP. Versant Vantage I GP-GP, LLC (“VV I GP-GP”) is the sole general partner of Versant Vantage I GP, L.P. (“VV I GP”, and, together with VVC V, VV V, VAF V, VOA, VVC CAN, VV V CAN, VV V CAN GP, VV I and VV I GP-GP, the “Reporting Persons”). VV I GP is the sole general partner of VV I. Bolzon, Davis, Clare Ozawa (“Ozawa”), Woiwode and Praeger are managing directors of VV I GP-GP. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

These shares are held by VVC V. VV V is the sole general partner of VVC V and may be deemed to have voting and dispositive power over the securities held by VVC V. Colella, Davis, Link, Bolzon, Praeger, Nielsen and Woiwode are managing directors of VV V and share voting and dispositive power over the shares held by VVC V.

This calculation is based upon 83,366,277 shares of the Issuer’s Common Stock outstanding as of November 1, 2022, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2022, filed with the United States Securities and Exchange Commission on November 3, 2022 (the “Form 10-Q”).

  Name of Reporting Persons

  Versant Affiliates Fund V, L.P.

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

  (a)  ☐        (b)  ☒(1)

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  81,908 shares of Common Stock (2)

  Shared Voting Power

  0

  Sole Dispositive Power

  81,908 shares of Common Stock (2)

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  81,908 shares of Common Stock (2)

  Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row 9

0;

  0.1% (3)

  Type of Reporting Person (See Instructions)

  PN

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

These shares are held by VAF V. VV V is the sole general partner of VAF V and may be deemed to have voting and dispositive power over the securities held by VAF V. Colella, Davis, Link, Bolzon, Praeger, Nielsen and Woiwode are managing directors of VV V and share voting and dispositive power over the shares held by VAF V.

This calculation is based upon 83,366,277 shares of the Issuer’s Common Stock outstanding as of November 1, 2022, as reported in the Issuer’s Form 10-Q.

  Name of Reporting Persons

  Versant Ophthalmic Affiliates Fund I, L.P.

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

  (a)  ☐        (b)  ☒(1)

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  90,756 shares of Common Stock (2)

  Shared Voting Power

  0

  Sole Dispositive Power

  90,756 shares of Common Stock (2)

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  90,756 shares of Common Stock (2)

  Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row 9

  0.1% (3)

  Type of Reporting Person (See Instructions)

  PN

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

These shares are held by VOA. VV V is the sole general partner of VOA and may be deemed to have voting and dispositive power over the securities held by VOA. Colella, Davis, Link, Bolzon, Praeger, Nielsen and Woiwode are managing directors of VV V and share voting and dispositive power over the shares held by VOA.

This calculation is based upon 83,366,277 shares of the Issuer’s Common Stock outstanding as of November 1, 2022, as reported in the Issuer’s Form 10-Q.

  Name of Reporting Persons

  Versant Ventures V, LLC

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

  (a)  ☐        (b)  ☒(1)

  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

  2,895,695 shares of Common Stock (2)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  2,895,695 shares of Common Stock (2)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  2,895,695 shares of Common Stock (2)

  Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row 9

  3.5% (3)

  Type of Reporting Person (See Instructions)

  OO

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

Includes (i) 2,723,031 shares held by VVC V, (ii) 81,908 shares held by VAF V and (iii) 90,756 shares held by VOA. VV V is the sole general partner of each of VVC V, VAF V and VOA and may be deemed to have voting and dispositive power over the securities held by each of VVC V, VAF V and VOA. Colella, Davis, Link, Bolzon, Praeger, Nielsen and Woiwode are managing directors of VV V and share voting and dispositive power over the shares held by each of VVC V, VAF V and VOA.

This calculation is based upon 83,366,277 shares of the Issuer’s Common Stock outstanding as of November 1, 2022, as reported in the Issuer’s Form 10-Q.

  Name of Reporting Persons

  Versant Venture Capital V (Canada) LP

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

  (a)  ☐        (b)  ☒(1)

  SEC Use Only

  Citizenship or Place of Organization

  Ontario, Canada

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  207,234 shares of Common Stock (2)

  Shared Voting Power

  0

  Sole Dispositive Power

  207,234 shares of Common Stock (2)

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  207,234 shares of Common Stock (2)

  Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row 9

  0.2% (3)

  Type of Reporting Person (See Instructions)

  PN

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

These shares are held by VVC CAN. VV V CAN GP is the sole general partner of VV V CAN and VV V CAN is the sole general partner of VVC CAN. Each of VV CAN GP and VV V CAN share voting and dispositive power over the shares held by VVC CAN. Colella, Davis, Link, Bolzon, Praeger, Nielsen and Woiwode are directors of VV V CAN GP and share voting and dispositive power over the shares held by VVC CAN.

This calculation is based upon 83,366,277 shares of the Issuer’s Common Stock outstanding as of November 1, 2022, as reported in the Issuer’s Form 10-Q.

  Name of Reporting Persons

  Versant Ventures V GP-GP (Canada), Inc.

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

  (a)  ☐        (b)  ☒(1)

  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

  207,234 shares of Common Stock (2)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  207,234 shares of Common Stock (2)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  207,234 shares of Common Stock (2)

  Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row 9

  0.2% (3)

  Type of Reporting Person (See Instructions)

  CO

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

These shares are held by VVC CAN. VV V CAN GP is the sole general partner of VV V CAN and VV V CAN is the sole general partner of VVC CAN. Each of VV CAN GP and VV V CAN share voting and dispositive power over the shares held by VVC CAN. Colella, Davis, Link, Bolzon, Praeger, Nielsen and Woiwode are directors of VV V CAN GP and share voting and dispositive power over the shares held by VVC CAN.

This calculation is based upon 83,366,277 shares of the Issuer’s Common Stock outstanding as of November 1, 2022, as reported in the Issuer’s Form 10-Q.

  Name of Reporting Persons

  Versant Ventures V (Canada), L.P.

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

  (a)  ☐        (b)  ☒(1)

  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

  207,234 shares of Common Stock (2)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  207,234 shares of Common Stock (2)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  207,234 shares of Common Stock (2)

  Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row 9

  0.2% (3)

  Type of Reporting Person (See Instructions)

  PN

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

These shares are held by VVC CAN. VV V CAN GP is the sole general partner of VV V CAN and VV V CAN is the sole general partner of VVC CAN. Each of VV CAN GP and VV V CAN share voting and dispositive power over the shares held by VVC CAN. Colella, Davis, Link, Bolzon, Praeger, Nielsen and Woiwode are directors of VV V CAN GP and share voting and dispositive power over the shares held by VVC CAN.

This calculation is based upon 83,366,277 shares of the Issuer’s Common Stock outstanding as of November 1, 2022, as reported in the Issuer’s Form 10-Q.

  Name of Reporting Persons

  Versant Vantage I, L.P.

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

  (a)  ☐        (b)  ☒(1)

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  458,221 shares of Common Stock (2)

  Shared Voting Power

  0

  Sole Dispositive Power

  458,221 shares of Common Stock (2)

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  458,221 shares of Common Stock (2)

  Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row 9

  0.5% (3)

  Type of Reporting Person (See Instructions)

  PN

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

These shares are held by VV I. VV I GP-GP is the sole general partner of VV I GP and VV I GP is the sole general partner of VV I. Each of VV I GP-GP and VV I GP share voting and dispositive power over the shares held by VV I. Bolzon, Davis, Ozawa, Woiwode and Praeger are the managing directors of VV I GP-GP and share voting and dispositive power over the shares held by VV I.

This calculation is based upon 83,366,277 shares of the Issuer’s Common Stock outstanding as of November 1, 2022, as reported in the Issuer’s Form 10-Q.

  Name of Reporting Persons

  Versant Vantage I GP, L.P.

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

  (a)  ☐        (b)  ☒(1)

  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

  458,221 shares of Common Stock (2)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  458,221 shares of Common Stock (2)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  458,221 shares of Common Stock (2)

  Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row 9

  0.5% (3)

  Type of Reporting Person (See Instructions)

  PN

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

These shares are held by VV I. VV I GP-GP is the sole general partner of VV I GP and VV I GP is the sole general partner of VV I. Each of VV I GP-GP and VV I GP share voting and dispositive power over the shares held by VV I. Bolzon, Davis, Ozawa, Woiwode and Praeger are the managing directors of VV I GP-GP and share voting and dispositive power over the shares held by VV I.

This calculation is based upon 83,366,277 shares of the Issuer’s Common Stock outstanding as of November 1, 2022, as reported in the Issuer’s Form 10-Q.

  Name of Reporting Persons

  Versant Vantage I GP-GP, LLC

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

  (a)  ☐        (b)  ☒(1)

  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

  458,221 shares of Common Stock (2)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  458,221 shares of Common Stock (2)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  458,221 shares of Common Stock (2)

  Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row 9

  0.5% (3)

  Type of Reporting Person (See Instructions)

  OO

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

These shares are held by VV I. VV I GP-GP is the sole general partner of VV I GP and VV I GP is the sole general partner of VV I. Each of VV I GP-GP and VV I GP share voting and dispositive power over the shares held by VV I. Bolzon, Davis, Ozawa, Woiwode and Praeger are the managing directors of VV I GP-GP and share voting and dispositive power over the shares held by VV I.

This calculation is based upon 83,366,277 shares of the Issuer’s Common Stock outstanding as of November 1, 2022, as reported in the Issuer’s Form 10-Q.

Ownership.

Amount beneficially owned:

Percent of class:

Number of shares as to which the person has:

Each Reporting Person disclaims beneficial ownership of such shares of Common Stock, except for the shares, if any, such Reporting Person holds of record and to the extent of its pecuniary interest therein.

Ownership of Five Percent or Less of a Class.

February 9, 2023

/s/ Max Eisenberg

/s/ Max Eisenberg

/s/ Max Eisenberg

/s/ Max Eisenberg

/s/ Max Eisenberg

/s/ Max Eisenberg

/s/ Max Eisenberg

/s/ Max Eisenberg

/s/ Max Eisenberg

/s/ Max Eisenberg