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/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Dyne Therapeutics, Inc.
(Name of Issuer)
COMMON STOCK, $0.0001 PAR VALUE
(Title of Class of Securities)
26818M108
(CUSIP Number)
December 31, 2023
(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) |
| x | 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 the disclosures provided in a prior cover page.
The information required in 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).
| CUSIP No. 26818M108 | Page 2 of 15 Pages |
| 1. | Name of Reporting Persons Atlas Venture Fund XI, L.P. |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 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 7,326,117(1) | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 7,326,117(1) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 7,326,117(1) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
| 11. | Percent of Class Represented by Amount in Row (9) 9.0%(2) |
| 12. | Type of Reporting Person (See Instructions) PN |
(1) As described in Item 4 below, Atlas Venture Fund XI, L.P., a Delaware limited partnership (“Atlas XI”) beneficially owns 7,326,117 shares of the Issuer’s Common Stock that are directly held by Atlas XI. Atlas Venture Associates XI, L.P., a Delaware limited partnership (“AVA XI LP”) is the general partner of Atlas XI and Atlas Venture Associates XI, LLC, a Delaware limited liability company (“AVA XI LLC” and together with Atlas XI and AVA XI LP, the “Fund XI Reporting Persons”) is the general partner of AVA XI LP. Each of AVA XI LP and A VA XI LLC has voting and dispositive power over the shares held by Atlas XI. As such, each of the Fund XI Reporting Persons share voting and dispositive power with respect to the shares held by Atlas XI.
(2) This percentage is calculated based upon 81,106,148 outstanding shares of Common Stock of the Issuer as of January 9, 2024, as reported in the Issuer’s Prospectus Supplement dated January 4, 2024 with respect to a public offering of the Issuer’s securities (the “2024 Public Offering”) filed with the Securities and Exchange Commission on January 5, 2024, after giving effect to the exercise in full by the underwriters of the Offering of their option to purchase additional shares.
| CUSIP No. 26818M108 | Page 3 of 15 Pages |
| 1. | Name of Reporting Persons Atlas Venture Associates XI, L.P. |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 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 7,342,083(1) | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 7,342,083(1) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 7,342,083(1) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) 9.1%(2) |
| 12. | Type of Reporting Person (See Instructions) PN |
(1) As described in Item 4 below, AVA XI LP and AVA XI LLC beneficially own 7,342,083 shares of the Issuer’s Common Stock (7,326,117 shares of Common Stock that are directly held by Atlas XI and 15,966 shares of Common Stock that are directly held by AVA XI LP). AVA XI LP is the general partner of Atlas XI and AVA XI LLC is the general partner of AVA XI LP. Each of AVA XI LP and AVA XI LLC has voting and dispositive power over the shares held by Atlas XI and AVA XI LLC has voting and dispositive power over the shares held by AVA XI LP. As such, each of the Fund XI Reporting Persons share voting and dispositive power with respect to the shares held by Atlas XI.
(2) This percentage is calculated based upon 81,106,148 outstanding shares of Common Stock of the Issuer as of January 9, 2024, as reported in the Issuer’s Prospectus Supplement dated January 4, 2024 with respect to a public offering of the Issuer’s securities (the “2024 Public Offering”) filed with the Securities and Exchange Commission on January 5, 2024, after giving effect to the exercise in full by the underwriters of the Offering of their option to purchase additional shares.
| CUSIP No. 26818M108 | Page 4 of 15 Pages |
| 1. | Name of Reporting Persons Atlas Venture Associates XI, LLC |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 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 7,342,083(1) | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 7,342,083(1) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 7,342,083(1) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) 9.1%(2) |
| 12. | Type of Reporting Person (See Instructions) OO |
(1) As described in Item 4 below, AVA XI LP and AVA XI LLC beneficially own 7,342,083 shares of the Issuer’s Common Stock (7,326,117 shares of Common Stock that are directly held by Atlas XI and 15,966 shares of Common Stock that are directly held by AVA XI LP). AVA XI LP is the general partner of Atlas XI and AVA XI LLC is the general partner of AVA XI LP. Each of AVA XI LP and AVA XI LLC has voting and dispositive power over the shares held by Atlas XI and AVA XI LLC has voting and dispositive power over the shares held by AVA XI LP. As such, each of the Fund XI Reporting Persons share voting and dispositive power with respect to the shares held by Atlas XI.
(2) This percentage is calculated based upon 81,106,148 outstanding shares of Common Stock of the Issuer as of January 9, 2024, as reported in the Issuer’s Prospectus Supplement dated January 4, 2024 with respect to a public offering of the Issuer’s securities (the “2024 Public Offering”) filed with the Securities and Exchange Commission on January 5, 2024, after giving effect to the exercise in full by the underwriters of the Offering of their option to purchase additional shares.
| CUSIP No. 26818M108 | Page 5 of 15 Pages |
| 1. | Name of Reporting Persons Atlas Venture Opportunity Fund I, L.P. |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 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 1,608,785(1) | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 1,608,785(1) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,608,785(1) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) 2.0%(2) |
| 12. | Type of Reporting Person (See Instructions) PN |
(1) As described in Item 4 below, Atlas Venture Opportunity Fund I, L.P., a Delaware limited partnership (“AVO I”), Atlas Venture Associates Opportunity I, L.P., a Delaware limited partnership (“AVAO LP”) and Atlas Venture Associates Opportunity I, LLC, a Delaware limited liability company (“AVAO LLC” and together with AVO I and AVAO LP, the “Opportunity Fund Reporting Persons”) beneficially own 1,608,785 shares of the Issuer’s Common Stock. All of these shares are directly held by AVO I. AVAO LP is the general partner of AVO I and AVAO LLC is the general partner of AVAO LP. Each of AVAO LP and AVAO LLC has voting and dispositive power over the shares held by AVO I. As such, each of the Opportunity Fund Reporting Persons share voting and dispositive power with respect to the shares held by AVO I.
(2) This percentage is calculated based upon 81,106,148 outstanding shares of Common Stock of the Issuer as of January 9, 2024, as reported in the Issuer’s Prospectus Supplement dated January 4, 2024 with respect to a public offering of the Issuer’s securities (the “2024 Public Offering”) filed with the Securities and Exchange Commission on January 5, 2024, after giving effect to the exercise in full by the underwriters of the Offering of their option to purchase additional shares.
| CUSIP No. 26818M108 | Page 6 of 15 Pages |
| 1. | Name of Reporting Persons Atlas Venture Associates Opportunity I, L.P. |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 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 1,608,785(1) | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 1,608,785(1) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,608,785(1) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) 2.0%(2) |
| 12. | Type of Reporting Person (See Instructions) PN |
(1) As described in Item 4 below, Atlas Venture Opportunity Fund I, L.P., a Delaware limited partnership (“AVO I”), Atlas Venture Associates Opportunity I, L.P., a Delaware limited partnership (“AVAO LP”) and Atlas Venture Associates Opportunity I, LLC, a Delaware limited liability company (“AVAO LLC” and together with AVO I and AVAO LP, the “Opportunity Fund Reporting Persons”) beneficially own 1,608,785 shares of the Issuer’s Common Stock. All of these shares are directly held by AVO I. AVAO LP is the general partner of AVO I and AVAO LLC is the general partner of AVAO LP. Each of AVAO LP and AVAO LLC has voting and dispositive power over the shares held by AVO I. As such, each of the Opportunity Fund Reporting Persons share voting and dispositive power with respect to the shares held by AVO I.
(2) This percentage is calculated based upon 81,106,148 outstanding shares of Common Stock of the Issuer as of January 9, 2024, as reported in the Issuer’s Prospectus Supplement dated January 4, 2024 with respect to a public offering of the Issuer’s securities (the “2024 Public Offering”) filed with the Securities and Exchange Commission on January 5, 2024, after giving effect to the exercise in full by the underwriters of the Offering of their option to purchase additional shares.
| CUSIP No. 26818M108 | Page 7 of 15 Pages |
| 1. | Name of Reporting Persons Atlas Venture Associates Opportunity I, LLC |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 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 1,608,785(1) | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 1,608,785(1) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,608,785(1) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) 2.0%(2) |
| 12. | Type of Reporting Person (See Instructions) OO |
(1) As described in Item 4 below, Atlas Venture Opportunity Fund I, L.P., a Delaware limited partnership (“AVO I”), Atlas Venture Associates Opportunity I, L.P., a Delaware limited partnership (“AVAO LP”) and Atlas Venture Associates Opportunity I, LLC, a Delaware limited liability company (“AVAO LLC” and together with AVO I and AVAO LP, the “Opportunity Fund Reporting Persons”) beneficially own 1,608,785 shares of the Issuer’s Common Stock. All of these shares are directly held by AVO I. AVAO LP is the general partner of AVO I and AVAO LLC is the general partner of AVAO LP. Each of AVAO LP and AVAO LLC has voting and dispositive power over the shares held by AVO I. As such, each of the Opportunity Fund Reporting Persons share voting and dispositive power with respect to the shares held by AVO I.
(2) This percentage is calculated based upon 81,106,148 outstanding shares of Common Stock of the Issuer as of January 9, 2024, as reported in the Issuer’s Prospectus Supplement dated January 4, 2024 with respect to a public offering of the Issuer’s securities (the “2024 Public Offering”) filed with the Securities and Exchange Commission on January 5, 2024, after giving effect to the exercise in full by the underwriters of the Offering of their option to purchase additional shares.
| CUSIP No. 26818M108 | Page 8 of 15 Pages |
| 1. | Name of Reporting Persons Atlas Venture Opportunity Fund II, L.P. |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 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 934,581(1) | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 934,581(1) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 934,581(1) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) 1.2%(2) |
| 12. | Type of Reporting Person (See Instructions) PN |
(1) As described in Item 4 below, Atlas Venture Opportunity Fund II, L.P., a Delaware limited partnership (“AVO II”), Atlas Venture Associates Opportunity II, L.P., a Delaware limited partnership (“AVAO II LP”) and Atlas Venture Associates Opportunity II, LLC, a Delaware limited liability company (“AVAO II LLC” and together with AVO II and AVAO II LP, the “Opportunity Fund II Reporting Persons”) beneficially own 934,581 shares of the Issuer’s Common Stock. All of these shares are directly held by AVO II. AVAO II LP is the general partner of AVO II and AVAO II LLC is the general partner of AVAO II LP. Each of AVAO II LP and AVAO II LLC has voting and dispositive power over the shares held by AVO II. As such, each of the Opportunity Fund II Reporting Persons share voting and dispositive power with respect to the shares held by AVO II.
(2) This percentage is calculated based upon 81,106,148 outstanding shares of Common Stock of the Issuer as of January 9, 2024, as reported in the Issuer’s Prospectus Supplement dated January 4, 2024 with respect to a public offering of the Issuer’s securities (the “2024 Public Offering”) filed with the Securities and Exchange Commission on January 5, 2024, after giving effect to the exercise in full by the underwriters of the Offering of their option to purchase additional shares.
| CUSIP No. 26818M108 | Page 9 of 15 Pages |
| 1. | Name of Reporting Persons Atlas Venture Associates Opportunity II, L.P. |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 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 934,581(1) | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 934,581(1) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 934,581(1) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) 1.2%(2) |
| 12. | Type of Reporting Person (See Instructions) PN |
(1) As described in Item 4 below, Atlas Venture Opportunity Fund II, L.P., a Delaware limited partnership (“AVO II”), Atlas Venture Associates Opportunity II, L.P., a Delaware limited partnership (“AVAO II LP”) and Atlas Venture Associates Opportunity II, LLC, a Delaware limited liability company (“AVAO II LLC” and together with AVO II and AVAO II LP, the “Opportunity Fund II Reporting Persons”) beneficially own 934,581 shares of the Issuer’s Common Stock. All of these shares are directly held by AVO II. AVAO II LP is the general partner of AVO II and AVAO II LLC is the general partner of AVAO II LP. Each of AVAO II LP and AVAO II LLC has voting and dispositive power over the shares held by AVO II. As such, each of the Opportunity Fund II Reporting Persons share voting and dispositive power with respect to the shares held by AVO II.
(2) This percentage is calculated based upon 81,106,148 outstanding shares of Common Stock of the Issuer as of January 9, 2024, as reported in the Issuer’s Prospectus Supplement dated January 4, 2024 with respect to a public offering of the Issuer’s securities (the “2024 Public Offering”) filed with the Securities and Exchange Commission on January 5, 2024, after giving effect to the exercise in full by the underwriters of the Offering of their option to purchase additional shares.
| CUSIP No. 26818M108 | Page 10 of 15 Pages |
| 1. | Name of Reporting Persons Atlas Venture Associates Opportunity II, LLC |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 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 934,581(1) | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 934,581(1) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 934,581(1) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) 1.2%(2) |
| 12. | Type of Reporting Person (See Instructions) OO |
(1) As described in Item 4 below, Atlas Venture Opportunity Fund II, L.P., a Delaware limited partnership (“AVO II”), Atlas Venture Associates Opportunity II, L.P., a Delaware limited partnership (“AVAO II LP”) and Atlas Venture Associates Opportunity II, LLC, a Delaware limited liability company (“AVAO II LLC” and together with AVO II and AVAO II LP, the “Opportunity Fund II Reporting Persons”) beneficially own 934,581 shares of the Issuer’s Common Stock. All of these shares are directly held by AVO II. AVAO II LP is the general partner of AVO II and AVAO II LLC is the general partner of AVAO II LP. Each of AVAO II LP and AVAO II LLC has voting and dispositive power over the shares held by AVO II. As such, each of the Opportunity Fund II Reporting Persons share voting and dispositive power with respect to the shares held by AVO II.
(2) This percentage is calculated based upon 81,106,148 outstanding shares of Common Stock of the Issuer as of January 9, 2024, as reported in the Issuer’s Prospectus Supplement dated January 4, 2024 with respect to a public offering of the Issuer’s securities (the “2024 Public Offering”) filed with the Securities and Exchange Commission on January 5, 2024, after giving effect to the exercise in full by the underwriters of the Offering of their option to purchase additional shares.
| CUSIP No. 26818M108 | Page 11 of 15 Pages |
| Item 1(a) | Name of Issuer |
Dyne Therapeutics, Inc. (the “Issuer”)
| Item 1(b) | Address of Issuer’s Principal Executive Offices |
1560 Trapelo Road
Waltham, MA 02451
| Item 2(a) | Name of Person Filing |
This Schedule 13G is filed by (i) Atlas Venture Fund XI, L.P., a Delaware limited partnership (“Atlas XI”), (ii) Atlas Venture Associates XI, L.P., a Delaware limited partnership (“AVA XI LP”), (iii) Atlas Venture Associates XI, LLC, a Delaware limited liability company (“AVA XI LLC” and together with Atlas XI and AVA XI LP, the “Fund XI Reporting Persons”), (iv) Atlas Venture Opportunity Fund I, L.P., a Delaware limited partnership (“AVO I”), (v) Atlas Venture Associates Opportunity I, L.P., a Delaware limited partnership (“AVAO LP”), (vi) Atlas Venture Associates Opportunity I, LLC, a Delaware limited liability company (“AVAO LLC” and together with AVO I and AVAO LP, the “Opportunity Fund Reporting Persons”), (vii) Atlas Venture Opportunity Fund II, L.P., a Delaware limited partnership (“AVO II”), (viii) Atlas Venture Associates Opportunity II, L.P., a Delaware limited partnership (“AVAO II LP”) and (ix) Atlas Venture Associates Opportunity II, LLC, a Delaware limited liability company (“AVAO II LLC” and together with AVO II and AVAO II LP, the “Opportunity Fund II Reporting Persons” and together with the Fund XI Reporting Persons and Opportunity Fund Reporting Persons, the "Reporting Persons”).
| Item 2(b) | Address of Principal Business Office or, if none, Residence |
300 Technology Square, 8th Floor
Cambridge, Massachusetts 02139
| Item 2(c) | Citizenship |
Each of Atlas XI, AVA XI LP, AVO I, AVAO LP, AVO II and AVAO II LP is a Delaware limited partnership. Each of AVA XI LLC, AVAO LLC and AVAO II LLC is a Delaware limited liability company.
| Item 2(d) | Title of Class of Securities |
Common Stock, $0.0001 par value per share
| Item 2(e) | CUSIP Number |
26818M108
Item 3
Not applicable.
| Item 4 | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1
(a) Amount beneficially owned: Atlas XI is the record owner of 7,326,117 shares of Common Stock. AVA XI LP is the general partner of Atlas XI and AVA XI LLC is the general partner of AVA XI LP. Each of Atlas XI, AVA XI LP and AVA XI LLC has shared voting and dispositive power over the shares held by Atlas XI. As such, each of Atlas XI, AVA XI LP and AVA XI LLC may be deemed to beneficially own the shares held by Atlas XI.
Amount beneficially owned: AVA XI LP is the record owner of 15,966 shares of Common Stock. AVA XI LLC is the general partner of AVA XI LP. Each of AVA XI LP and AVA XI LLC has shared voting and dispositive power over the shares held by AVA XI LP. As such, each of AVA XI LP and AVA XI LLC may be deemed to beneficially own the shares held by AVA XI LP.
Amount beneficially owned: AVO I is the record owner of 1,608,785 shares of Common Stock. AVAO LP is the general partner of AVO I and AVAO LLC is the general partner of AVAO LP. Each of AVO I, AVAO LP and AVAO LLC has shared voting and dispositive power over the shares held by AVO I. As such, each of AVO I, AVAO LP and AVAO LLC may be deemed to beneficially own the shares held by AVO I.
| CUSIP No. 26818M108 | Page 12 of 15 Pages |
Amount beneficially owned: AVO II is the record owner of 934,581 shares of Common Stock. AVAO II LP is the general partner of AVO II and AVAO II LLC is the general partner of AVAO II LP. Each of AVO II, AVAO II LP and AVAO II LLC has shared voting and dispositive power over the shares held by AVO II. As such, each of AVO II, AVAO LP II and AVAO II LLC may be deemed to beneficially own the shares held by AVO II.
(b) Percent of class: Atlas XI, AVA XI LP and AVA XI LLC may be deemed to beneficially own 9.0%, 9.1% and 9.1%, respectively.
Each of the Opportunity Fund Reporting Persons may be deemed to beneficially own 2.0% of the Issuer’s outstanding Common Stock.
Each of the Opportunity Fund II Reporting Persons may be deemed to beneficially own 1.2%, of the Issuer’s outstanding Common Stock.
These percentages are calculated based upon 81,106,148 outstanding shares of Common Stock of the Issuer as of January 9, 2024, as reported in the Issuer’s Prospectus Supplement dated January 4, 2024 with respect to a public offering of the Issuer’s securities (the “2024 Public Offering”) filed with the Securities and Exchange Commission on January 5, 2024, after giving effect to the exercise in full by the underwriters of the Offering of their option to purchase additional shares.
Collectively, the Reporting Persons beneficially own an aggregate of 9,885,449 shares of Common Stock, which represents 12.2% of the Issuer’s outstanding Common Stock. The Fund XI Reporting Persons, Opportunity Fund Reporting Persons and Opportunity Fund II Reporting Persons are under common control and as a result, the Reporting Persons may be deemed to be members of a group. However, the Reporting Persons disclaim such group membership, and this Schedule 13G shall not be deemed an admission that the Reporting Persons are members of a group for purposes of Section 13 or for any other purposes.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: None of the Reporting Persons have the sole power to direct the vote of the Common Stock.
(ii) Shared power to vote or to direct the vote: Atlas XI shares power to vote or direct the vote of 7,326,117 shares of Common Stock, each of AVA XI LP and AVA XI LLC shares power to vote or direct the vote of 7,342,083 shares of Common Stock.
Each Opportunity Fund Reporting Person shares power to vote or direct the vote of 1,608,785 shares of Common Stock.
Each Opportunity Fund II Reporting Person shares power to vote or direct the vote of 934,581 shares of Common Stock.
(iii) Sole power to dispose or to direct the disposition of: None of the Reporting Persons have the sole power to dispose or to direct the disposition of the Common Stock.
(iv) Shared power to dispose or to direct the disposition of: Atlas XI shares power to dispose or to direct the disposition of 7,326,117 shares of Common Stock.
Each of AVA XI LP and AVA XI LLC shares power to dispose or to direct the disposition of 7,342,083 shares of Common Stock.
Each Opportunity Fund Reporting Person shares power to dispose or to direct the disposition of 1,608,785 shares of Common Stock.
Each Opportunity Fund II Reporting Person shares power to vote or direct the vote of 934,581 shares of Common Stock.
| 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 of Another Person |
Not applicable.
| CUSIP No. 26818M108 | Page 13 of 15 Pages |
| Item 7 | Identification and Classification of the Subsidiary which Acquired th e 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.
| CUSIP No. 26818M108 | Page 14 of 15 Pages |
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 9, 2024
| ATLAS VENTURE FUND XI, L.P. | ||
| By: Atlas Venture Associates XI, L.P., its general partner | ||
| By: Atlas Venture Associates XI, LLC, its general partner | ||
| By: | /s/ Ommer Chohan | |
| Name: | Ommer Chohan | |
| Title: | CFO | |
| ATLAS VENTURE ASSOCIATES XI, L.P. | ||
| By: Atlas Venture Associates XI, LLC, its general partner | ||
| By: | /s/ Ommer Chohan | |
| Name: | Ommer Chohan | |
| Title: | CFO | |
| ATLAS VENTURE ASSOCIATES XI, LLC | ||
| By: | /s/ Ommer Chohan | |
| Name: | Ommer Chohan | |
| Title: | CFO | |
| ATLAS VENTURE OPPORTUNITY FUND I, L.P. | ||
| By: Atlas Venture Associates Opportunity I, L.P., its general partner | ||
| By: Atlas Venture Associates Opportunity I, LLC, its general partner | ||
| By: | /s/ Ommer Chohan | |
| Name: | Ommer Chohan | |
| Title: | CFO | |
| ATLAS VENTURE ASSOCIATES OPPORTUNITY I, L.P. | ||
| By: Atlas Venture Associates Opportunity I, LLC, its general partner | ||
| By: | /s/ Ommer Chohan | |
| Name: | Ommer Chohan | |
| Title: | CFO | |
| ATLAS VENTURE ASSOCIATES OPPORTUNITY I, LLC | ||
| By: | /s/ Ommer Chohan | |
| Name: | Ommer Chohan | |
| Title: | CFO | |
| ATLAS VENTURE OPPORTUNITY FUND II, L.P. | ||
| By: Atlas Venture Associates Opportunity II, L.P., its general partner | ||
| By: Atlas Venture Associates Opportunity II, LLC, its general partner | ||
| By: | /s/ Ommer Chohan | |
| Name: | Ommer Chohan | |
| Title: | CFO | |
| ATLAS VENTURE ASSOCIATES OPPORTUNITY II, L.P. | ||
| By: Atlas Venture Associates Opportunity II, LLC, its general partner | ||
| By: | /s/ Ommer Chohan | |
| Name: | Ommer Chohan | |
| Title: | CFO | |
| ATLAS VENTURE ASSOCIATES OPPORTUNITY II, LLC | ||
| By: | /s/ Ommer Chohan | |
| Name: | Ommer Chohan | |
| Title: | CFO | |
EXHIBITS
| A: | Joint Filing Agreement (Incorporated by reference to Exhibit A to the Schedule 13G/A, filed with the Securities and Exchange Commission on February 14, 2023) |