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
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
Graybug Vision, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
38942Q103
(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 of 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.
| CUSIP No. 38942Q103 | Page 2 of 12 |
| 1. |
Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)
Hatteras Venture Partners IV SBIC, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
Not Applicable | |||||
| 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
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
Not Applicable | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
| 12. | Type of Reporting Person
PN | |||||
| CUSIP No. 38942Q103 | Page 3 of 12 |
| 1. |
Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)
Hatteras Venture Advisors IV SBIC, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
Not Applicable | |||||
| 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
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
Not Applicable | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
| 12. | Type of Reporting Person
OO | |||||
| CUSIP No. 38942Q103 | Page 4 of 12 |
| 1. |
Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)
John C. Crumpler | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
Not Applicable | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person with |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
43,064 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
43,064 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
43,064 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
Not Applicable | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.2% | |||||
| 12. | Type of Reporting Person
IN | |||||
| CUSIP No. 38942Q103 | Page 5 of 12 |
| 1. |
Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)
Clay B. Thorp | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
Not Applicable | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person with |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
43,064 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
43,064 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
43,064 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
Not Applicable | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.2% | |||||
| 12. | Type of Reporting Person
IN | |||||
| CUSIP No. 38942Q103 | Page 6 of 12 |
| 1. |
Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)
Kenneth B. Lee | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
Not Applicable | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person with |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
43,064 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
43,064 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
43,064 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
Not Applicable | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.2% | |||||
| 12. | Type of Reporting Person
IN | |||||
| CUSIP No. 38942Q103 | Page 7 of 12 |
| 1. |
Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)
Douglas Reed | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
Not Applicable | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person with |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
43,064 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
43,064 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
43,064 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
Not Applicable | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.2% | |||||
| 12. | Type of Reporting Person
IN | |||||
| CUSIP No. 38942Q103 | Page 8 of 12 |
| 1. |
Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)
Robert A. Ingram | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
Not Applicable | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person with |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
43,064 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
43,064 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
43,064 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.2% | |||||
| 12. | Type of Reporting Person
IN | |||||
| CUSIP No. 38942Q103 | Page 9 of 12 |
| Item 1(a) | Name of Issuer |
Graybug Vision, Inc. (the “Issuer”)
| Item 1(b) | Address of Issuer’s Principal Executive Offices |
275 Shoreline Drive, Suite 450, Redwood City, California 94065
| Item 2(a) | Name of Person Filing |
This Schedule 13G/A is being filed by:
Hatteras Venture Partners IV SBIC, L.P. (“HVP SBIC”)
Hatteras Venture Advisors IV SBIC, LLC (“HVA SBIC”)
John C. Crumpler
Clay B. Thorp
Kenneth B. Lee
Douglas Reed
Robert A. Ingram
(collectively, the “Reporting Persons”).
| Item 2(b) | Address of Principal Business Office, or if none, Residence |
280 S. Mangum Street, Suite 350, Durham, North Carolina 27701.
| Item 2(c) | Citizenship |
The Reporting Persons are citizens of:
HVP SBIC — Delaware
HVA SBIC — Delaware
John C. Crumpler — USA
Clay B. Thorp — USA
Kenneth B. Lee — USA
Douglas Reed — USA
Robert A. Ingram — USA
| Item 2(d) | Title of Class of Securities |
Common Stock, par value $0.0001 per share (“Common Stock”)
| Item 2(e) | CUSIP Number |
38942Q103
| Item 3. | Filing pursuant to Rules 13d-1(b) or 13d-2(b) or (c) |
Not Applicable
| CUSIP No. 38942Q103 | Page 10 of 12 |
| Item 4. | Ownership |
(a) The Reporting Persons are the beneficial owners of an aggregate of 43,064
shares of Common Stock, which represents 0.2% of the Issuer’s outstanding Common Stock based upon 21,319,635 shares outstanding on November 8, 2021 as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2021 as filed with the Securities and Exchange Commission on November 12, 2021.
(b) Percent of class:
HVP SBIC — 0%
HVA SBIC — 0%
John C. Crumpler — 0.2%
Clay B. Thorp — 0.2%
Kenneth B. Lee — 0.2%
Douglas Reed — 0.2%
Robert A. Ingram — 0.2%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote:
HVP SBIC — 0
HVA SBIC — 0
John C. Crumpler — 43,064
Clay B. Thorp — 43,064
Kenneth B. Lee — 43,064
Douglas Reed — 43,064
Robert A. Ingram — 43,064
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
HVP SBIC — 0
HVA SBIC — 0
John C. Crumpler — 43,064
Clay B. Thorp — 43,064
Kenneth B. Lee — 43,064
Douglas Reed — 43,064
Robert A. Ingram — 43,064
| 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
| CUSIP No. 38942Q103 | Page 11 of 12 |
| 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 |
By signing below each of the undersigned certifies that, to the best of his, her or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
Exhibit Index
Exhibit A –Agreement Regarding the Joint Filing of Schedule 13G is incorporated by reference to Exhibit A included in the Schedule 13G filed by the Reporting Persons on February 12, 2021.
Exhibit B – Power of Attorney is incorporated by reference to Exhibit B included in the Schedule 13G filed by the Reporting Persons on February 12, 2021.
| CUSIP No. 38942Q103 | Page 12 of 12 |
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.
Date: February 14, 2022
| HATTERAS VENTURE PARTNERS IV SBIC, L.P. | ||
| By: | Hatteras Venture Advisors IV SBIC, LLC, its general partner | |
| By: | /s/ Clay B. Thorp | |
| Manager | ||
| HATTERAS VENTURE ADVISORS IV SBIC, LLC | ||
| By: | /s/ Clay B. Thorp | |
| Manager | ||
| * |
| John C. Crumpler |
| * |
| Clay B. Thorp |
| * |
| Kenneth B. Lee |
| * |
| Douglas Reed |
| * |
| Robert A. Ingram |
| By: | /s/ Clay B. Thorp | |
| Clay B. Thorp, as Attorney-in-Fact |