Sec Form 13G Filing - Versant Venture Capital VI L.P. filing for Century Therapeutics Inc. (IPSC) - 2023-02-09

  Name of Reporting Persons

  Versant Venture Capital VI, 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

  11,452,014 shares of Common Stock (2)

  Shared Voting Power

  0

  Sole Dispositive Power

  11,452,014 shares of Common Stock (2)

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  11,452,014 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

  19.4% (3)

  Type of Reporting Person (See Instructions)

  PN

This Schedule 13G is filed by Versant Venture Capital VI, L.P. (“Versant VI”), Versant Ventures VI GP, L.P. (“Versant VI GP LP”), Versant Ventures VI GP-GP, LLC (“Versant VI GP LLC”), Versant Vantage II, L.P. (“Vantage II”), Versant Vantage II GP, L.P. (“Vantage II GP LP”) and Versant Vantage II GP-GP, LLC (“Vantage II GP LLC” and together with Vantage II, Vantage II GP LP, Versant VI, Versant VI GP LP and Versant VI GP LLC, the “Reporting Persons”). Versant VI GP LP is the sole general partner of Versant VI and Versant VI GP LLC is the sole general partner of Versant VI GP LP, each of which may be deemed to have voting, investment and dispositive power over the securities held by Versant VI. Vantage II GP LP is the sole general partner of Vantage II and Vantage II GP LLC is the sole general partner of Vantage II GP LP, each of which may be deemed to have voting, investment and dispositive power over the securities held by Vantage II. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

These shares are held by Versant VI. Versant VI GP LLC is the sole general partner of Versant VI GP LP, which is the sole general partner of Versant VI. Each of Versant VI GP LLC and Versant VI GP LP share voting, investment and dispositive power over the securities held by Versant VI and as a result may be deemed to have beneficial ownership over such securities.

This calculation is based upon 58,974,247 shares of the Issuer’s Common Stock outstanding as of November 4, 2022, as set forth 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 (the “Commission”) on November 10, 2022 (the “Form 10-Q”).

  Name of Reporting Persons

  Versant Ventures VI 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

  11,452,014 shares of Common Stock (2)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  11,452,014 shares of Common Stock (2)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  11,452,014 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

  19.4% (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 Versant VI. Versant VI GP LLC is the sole general partner of Versant VI GP LP, which is the sole general partner of Versant VI. Each of Versant VI GP LLC and Versant VI GP LP share voting, investment, and dispositive power over the securities held by Versant VI and as a result may be deemed to have beneficial ownership over such securities.

This calculation is based upon 58,974,247 shares of the Issuer’s Common Stock outstanding as of November 4, 2022, as set forth in the Form 10-Q.

  Name of Reporting Persons

  Versant Ventures VI 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

  11,452,014 shares of Common Stock (2)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  11,452,014 shares of Common Stock (2)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  11,452,014 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

  19.4% (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 Versant VI. Versant VI GP LLC is the sole general partner of Versant VI GP LP, which is the sole general partner of Versant VI. Each of Versant VI GP LLC and Versant VI GP LP share voting, investment and dispositive power over the securities held by Versant VI and as a result may be deemed to have beneficial ownership over such securities.

This calculation is based upon 58,974,247 shares of the Issuer’s Common Stock outstanding as of November 4, 2022, as set forth in the Form 10-Q.

  Name of Reporting Persons

  Versant Vantage II, 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

  714,095 shares of Common Stock (2)

  Shared Voting Power

  0

  Sole Dispositive Power

  714,095 shares of Common Stock (2)

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  714,095 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

  1.2% (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 Vantage II. Vantage II GP LLC is the sole general partner of Vantage II GP LP, which is the sole general partner of Vantage II. Each of Vantage II GP LLC and Vantage II GP LP share voting, investment and dispositive power over the securities held by Vantage II and as a result may be deemed to have beneficial ownership over such securities.

This calculation is based upon 58,974,247 shares of the Issuer’s Common Stock outstanding as of November 4, 2022, as set forth in the Form 10-Q.

  Name of Reporting Persons

  Versant Vantage II 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

  714,095 shares of Common Stock (2)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  714,095 shares of Common Stock (2)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  714,095 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

  1.2% (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 Vantage II. Vantage II GP LLC is the sole general partner of Vantage II GP LP, which is the sole general partner of Vantage II. Each of Vantage II GP LLC and Vantage II GP LP share voting, investment and dispositive power over the securities held by Vantage II and as a result may be deemed to have beneficial ownership over such securities.

This calculation is based upon 58,974,247 shares of the Issuer’s Common Stock outstanding as of November 4, 2022, as set forth in the Form 10-Q.

  Name of Reporting Persons

  Versant Vantage II 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

  714,095 shares of Common Stock (2)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  714,095 shares of Common Stock (2)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  714,095 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

  1.2% (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 Vantage II. Vantage II GP LLC is the sole general partner of Vantage II GP LP, which is the sole general partner of Vantage II. Each of Vantage II GP LLC and Vantage II GP LP share voting and investment power over the securities held by Vantage II and as a result may be deemed to have beneficial ownership over such securities.

This calculation is based upon 58,974,247 shares of the Issuer’s Common Stock outstanding as of November 4, 2022, as set forth in the Form 10-Q.

Ownership.

Each of the Reporting Persons disclaims beneficial ownership as to such securities, except to the extent of his, her or its pecuniary interest therein.