Sec Form 13G Filing - Nextech V Oncology S.C.S. SICAV-SIF filing for PMV PHARMACEUTICALS INC (PMVP) - 2022-02-14

Insider filing report for Changes in Beneficial Ownership

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  • 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

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

PMV Pharmaceuticals, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

69353Y 10 3

(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)
   
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.  69353Y 10 3
 
  1. Names of Reporting Persons
Nextech V Oncology S.C.S., SICAV-SIF
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Luxembourg
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
1,385,807 shares
 
6. Shared Voting Power
0
 
7. Sole Dispositive Power
1,385,807 shares
 
8. Shared Dispositive Power
0
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,385,807 shares
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
3.1% (2)
 
  12. Type of Reporting Person (See Instructions)
PN
           

(1)This Schedule 13G is filed by Nextech V Oncology S.C.S., SICAV-SIF (“Nextech V LP”), Nextech V GP S.à. r.l. (“Nextech V GP”), Thomas Lips (“Lips”), Dalia Bleyer (“Bleyer”) and Ian Charoub (“Charoub” and together with Nextech V LP, Nextech V GP, Lips and Bleyer, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)The percent of class was calculated based on 45,380,354 shares of common stock outstanding as of November 10, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2021, as filed with the Securities and Exchange Commission on November 12, 2021.

  

2

 

 

CUSIP No.  69353Y 10 3
 
  1. Names of Reporting Persons
Nextech V GP S.à r.l.
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Luxembourg
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
1,385,807 shares
 
6. Shared Voting Power
0
 
7. Sole Dispositive Power
1,385,807 shares
 
8. Shared Dispositive Power
0
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,385,807 shares
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
3.1% (2)
 
  12. Type of Reporting Person (See Instructions)
OO
           

(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)The percent of class was calculated based on 45,380,354 shares of common stock outstanding as of November 10, 2021 as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2021, as filed with the Securities and Exchange Commission on November 12, 2021.

 

3

 

 

CUSIP No.  69353Y 10 3
 
  1. Names of Reporting Persons
Thomas Lips
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Switzerland
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
1,385,807 shares
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
1,385,807 shares
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,385,807 shares
 
  10. Che ck if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
3.1% (2)
 
  12. Type of Reporting Person (See Instructions)
IN
           

(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)The percent of class was calculated based on 45,380,354 shares of common stock outstanding as of November 10, 2021 as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2021, as filed with the Securities and Exchange Commission on November 12, 2021.

 

4

 

 

CUSIP No.  69353Y 10 3
 
  1. Names of Reporting Persons
Dalia Bleyer
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Lithuania
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
1,385,807 shares
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
1,385,807 shares
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,385,807 shares
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
3.1% (2)
 
  12. Type of Reporting Person (See Instructions)
IN
           

(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)The percent of class was calculated based on 45,380,354 shares of common stock outstanding as of November 10, 2021 as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2021, as filed with the Securities and Exchange Commission on November 12, 2021.

 

5

 

 

CUSIP No.  69353Y 10 3
 
  1. Names of Reporting Persons
Ian Charoub
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Palestine
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
1,385,807 shares
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
1,385,807 shares
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,385,807 shares
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
3.1% (2)
 
  12. Type of Reporting Person (See Instructions)
IN
           

(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)The percent of class was calculated based on 45,380,354 shares of common stock outstanding as of November 10, 2021 as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2021, as filed with the Securities and Exchange Commission on November 12, 2021.

 

6

 

 

Item 1.          
           
  (a) Name of Issuer:    
           
    PMV Pharmaceuticals, Inc.  
       
  (b) Address of Issuer’s Principal Executive Offices:  
           
    8 Clarke Drive, Suite 3    
    Cranbury, NJ 08512    
           
Item 2.          
  (a) Name of Reporting Persons Filing:    
           
    Nextech V Oncology S.C.S., SICAV-SIF (“Nextech V LP”)
    Nextech V GP S.à r.l. (“Nextech V GP”)
    Thomas Lips (“Lips”)  
    Dalia Bleyer (“Bleyer”)  
    Ian Charoub (“Charoub”)  
     
  (b) Address of Principal Business Office or, if none, Residence:
           
    8 rue Lou Hemmer    
    L-1748 Luxembourg-Findel  
    Grand-Duché de Luxem bourg  
         
  (c) Citizenship    
           
    Entities: Nextech V LP - Luxembourg
      Nextech V GP - Luxembourg
           
    Individuals: Lips - Switzerland
      Dalia Bleyer - Lithuania
      Ian Charoub - Palestine
         
  (d) Title of Class of Securities:    
           
    Common stock, par value $0.00001    
         
  (e) CUSIP Number:    
           
    69353Y 10 3    
           
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
   
  Not applicable      

 

7

 

 

Item 4. Ownership

 

The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of December 31, 2021.

 

Reporting Persons 

Shares Held

Directly

  

Sole

Voting

Power

  

Shared

Voting

Power (1)

  

Sole

Dispositive

Power

  

Shared

Dispositive

Power (1)

  

Beneficial

Ownership

  

Percentage

of Class (1) (2)

 
Nextech V LP   1,385,807    1,385,807    0    1,385,807    0    1,385,807    3.1%
Nextech V GP (1)   0    1,385,807    0    1,385,807    0    1,385,807    3.1%
Lips (1)   0    0    1,385,807    0    1,385,807    1,385,807    3.1%
Bleyer (1)   0    0    1,385,807    0    1,385,807    1,385,807    3.1%
Charoub (1)   0    0    1,385,807    0    1,385,807    1,385,807    3.1%

 

(1)The shares are held by Nextech V LP. Nextech V GP serves as the sole general partner of Nextech V LP and has sole voting and investment control over the shares owned by Nextech V LP and may be deemed to own beneficially the shares held by Nextech V LP. Nextech V GP owns no securities of the Issuer directly. Bleyer, Lips and Charoub are members of the board of managers of Nextech V GP and share voting and dispositive power over the shares held by Nextech V LP, and may be deemed to own beneficially the shares held by Nextech V LP. The managing members own no securities of the Issuer directly.

 

(2)The percent of class was calculated based on 45,380,354 shares of common stock outstanding as of November 10, 2021 as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2021, as filed with the Securities and Exchange Commission on November 12, 2021.

 

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   x.
   
Item 6. Ownership of More than Five Percent on Behalf of Another Person
   
  Not applicable
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
   
  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

 

8

 

 

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 14, 2022

 

Nextech V Oncology S.C.S., SICAV-SIF

     
By: Nextech V GP S.à r.l.  
its General Partner  
     
By: /s/ Dalia Bleyer  
  Dalia Bleyer, Managing Member  
     
By: /s/ Thomas Lips  
  Thomas Lips, Managing Member  
     
     
Nextech V GP S.à r.l.
     
By: /s/ Dalia Bleyer  
  Dalia Bleyer, Managing Member  
     
By: /s/ Thomas Lips  
  Thomas Lips, Managing Member  
     
     
/s/ Dalia Bleyer  
Dalia Bleyer  
     
     
/s/ Thomas Lips  
Thomas Lips  
     
     
/s/ Ian Charoub  
Ian Charoub  

 

 

  ATTENTION  
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

9

 

 

Exhibit(s):

 

A - Joint Filing Statement

 

 

 

 

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 PMV Pharmaceuticals, Inc. is filed on behalf of each of us.

 

Dated: February 14, 2022

  

Nextech V Oncology S.C.S., SICAV-SIF

     
By: Nextech V GP S.à r.l.  
its General Partner  
     
By: /s/ Dalia Bleyer  
&# xA0; Dalia Bleyer, Managing Member  
     
By: /s/ Thomas Lips  
  Thomas Lips, Managing Member  
     
     
Nextech V GP S.à r.l.
     
By: /s/ Dalia Bleyer  
  Dalia Bleyer, Managing Member  
     
By: /s/ Thomas Lips  
  Thomas Lips, Managing Member  
     
     
/s/ Dalia Bleyer  
Dalia Bleyer  
     
     
/s/ Thomas Lips  
Thomas Lips  
     
     
/s/ Ian Charoub  
Ian Charoub