Sec Form 13G Filing - Schindel Yair Chaim filing for SEER INC (SEER) - 2022-01-24

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

Seer, Inc.

 (Name of Issuer)
 
Class A Common Stock, Par Value $0.001 per Share

(Title of Class of Securities)
 
81578P106

 (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 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.
81578P106
   
1
Names of Reporting Persons
 
 
aMoon Growth Fund Limited Partnership
 
 
 
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a) ☑
   
(b)
 
 
3
SEC Use Only
 
 
 
 
 
 
 
4
Citizenship or Place of Organization
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
Sole Voting Power
 
 
0
 
 
 
 
6
Shared Voting Power
 
 
4,112,235
 
 
 
 
7
Sole Dispositive Power
 
 
0
 
 
 
 
8
Shared Dispositive Power
 
 
4,112,235
 
 
 
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
4,112,235
 
 
 
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 
 
 
 
 
 
 
11
Percent of Class Represented by Amount in Row (9)
 
 
6.7%
 
 
 
 
12
Type of Reporting Person (See Instructions)
 
 
PN
 
 
 
 
 
Page 2 of 10 Pages


CUSIP No.
81578P106
   
1
Names of Reporting Persons
 
 
aMoon Co-Investment SPV I, L.P.
 
 
 
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a) ☑
   
(b)
 
 
3
SEC Use Only
 
 
 
 
 
 
 
4
Citizenship or Place of Organization
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
Sole Voting Power
 
 
0
 
 
 
 
6
Shared Voting Power
 
 
810,961
 
 
 
 
7
Sole Dispositive Power
 
 
0
 
 
 
 
8
Shared Dispositive Power
 
 
810,961
 
 
 
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
810,961
 
 
 
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 
 
 
 
 
 
 
11
Percent of Class Represented by Amount in Row (9)
 
 
1.3%
 
 
 
 
12
Type of Reporting Person (See Instructions)
 
 
PN
 
 
 
 
 

Page 3 of 10 Pages


CUSIP No.
81578P106
   
1
Names of Reporting Persons
 
 
aMoon Growth Fund G.P. Limited Partnership
 
 
 
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a) ☑
   
(b)
 
 
3
SEC Use Only
 
 
 
 
 
 
 
4
Citizenship or Place of Organization
 
 
Israel
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
Sole Voting Power
 
 
0
 
 
 
 
6
Shared Voting Power
 
 
4,923,196
 
 
 
 
7
Sole Dispositive Power
 
 
0
 
 
 
 
8
Shared Dispositive Power
 
 
4,923,196
 
 
 
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
4,923,196
 
 
 
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 
 
 
 
 
 
 
11
Percent of Class Represented by Amount in Row (9)
 
 
8.0%
 
 
 
 
12
Type of Reporting Person (See Instructions)
 
 
PN
 
 
 
 
 
Page 4 of 10 Pages


CUSIP No.
81578P106
   
1
Names of Reporting Persons
 
 
aMoon General Partner Ltd.
 
 
 
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a) ☑
   
(b)
 
 
3
SEC Use Only
 
 
 
 
 
 
 
4
Citizenship or Place of Organization
 
 
Israel
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
Sole Voting Power
 
 
0
 
 
 
 
6
Shared Voting Power
 
 
4,923,196
 
 
 
 
7
Sole Dispositive Power
 
 
0
 
 
 
 
8
Shared Dispositive Power
 
 
4,923,196
 
 
 
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
4,923,196
 
 
 
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 
 
 
 
 
 
 
11
Percent of Class Represented by Amount in Row (9)
 
 
8.0%
 
 
 
 
12
Type of Reporting Person (See Instructions)
 
 
CO
 
 
 
 
 
Page 5 of 10 Pages


CUSIP No.
81578P106
   
1
Names of Reporting Persons
 
 
Dr. Yair C. Schindel
 
 
 
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a) ☑
   
(b)
 
 
3
SEC Use Only
 
 
 
 
 
 
 
4
Citizenship or Place of Organization
 
 
Israel
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
Sole Voting Power
 
 
0
 
 
 
 
6
Shared Voting Power
 
 
4,923,196
 
 
 
 
7
Sole Dispositive Power
 
 
0
 
 
 
 
8
Shared Dispositive Power
 
 
4,923,196
 
 
 
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
4,923,196
 
 
 
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 
 
 
 
 
 
 
11
Percent of Class Represented by Amount in Row (9)
 
 
8.0%
 
 
 
 
12
Type of Reporting Person (See Instructions)
 
 
IN
 
 
 
 
 
Page 6 of 10 Pages

 

Item 1(a)
Name of Issuer
 
Seer, Inc. (the “Issuer”).
 
Item 1(b)
Address of Issuer’s Principal Executive Offices
 
3800 Bridge Parkway, Suite 102, Redwood City, California 94065
 
Item 2(a)-(b)
Name of Person Filing; Address of Principal Business Office or, if none, Residence
 

1.
aMoon Growth Fund Limited Partnership (“aMoon”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.
 

2.
aMoon Co-Investment SPV I, L.P. (“aMoon Co-Investment”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.
 

3.
aMoon Growth Fund G.P. Limited Partnership (“aMoon G.P.”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.
 

4.
aMoon General Partner Ltd. (“aMoon Ltd.”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.
 

5.
Dr. Yair C. Schindel (“Schindel”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.
 
The foregoing persons are hereinafter collectively referred to as the “Reporting Persons”. 
 
Item 2(c)
Citizenship
 
aMoon is a Cayman Islands exempted limited partnership; aMoon Co-Investment is a Cayman Islands exempted limited partnership; aMoon G.P. is an Israeli limited partnership; aMoon Ltd. is an Israeli company; and Schindel is an Israeli citizen. 
 
Item 2(d)
Title of Class of Securities
 
Class A Common Stock, par value $0.001 per share
 
Item 2(e)
CUSIP Number
 
81578P106
 
Item 3
If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
Not applicable.
 
Item 4
Ownership
 
aMoon Growth Fund Limited Partnership


(a)
Amount beneficially owned:  4,112,235 shares of Class A Common Stock.

All share percentage calculation are based on 61,708,464 shares of Class A Common Stock and Class B Common Stock outstanding as of November 5, 2021, as reported by the Issuer to the SEC on Form 10-Q on November 9, 2021.

Page 7 of 10 Pages



(b)
Percent of Class: 6.7%


(c)
Number of shares as to which the  person has:

(i)
Sole power to vote or direct the vote: 0

(ii)
Shared power to vote or to direct the vote: 4,112,235 shares of Class A Common Stock

(iii)
Sole power to dispose or to direct the disposition of: 0

(iv)
Shared power to dispose or to direct the disposition of: 4,112,235 shares of Class A Common Stock

aMoon Co-Investment SPV I, L.P.


(a)
Amount beneficially owned: 975,683 shares of Class A Common Stock.

All share percentage calculation are based on 61,708,464 shares of Class A Common Stock and Class B Common Stock outstanding as of November 5, 2021, as reported by the Issuer to the SEC on Form 10-Q on November 9, 2021.


(b)
Percent of Class: 1.3%


(c)
Number of shares as to which the  person has:

(i)
Sole power to vote or direct the vote: 0

(ii)
Shared power to vote or to direct the vote: 810,961 shares of Class A Common Stock

(iii)
Sole power to dispose or to direct the disposition of: 0

(iv)
Shared power to dispose or to direct the disposition of: 810,961 shares of Class A Common Stock

aMoon Growth Fund G.P. Limited Partnership


(a)
Amount beneficially owned:  4,923,196 shares of Class A Common Stock.  aMoon G.P. is the sole general partner of aMoon and aMoon Co-Investment.  By virtue of such relationship, aMoon G.P. may be deemed to have shared voting and investment power with respect to the shares of Class A Common Stock of the Issuer held by aMoon and aMoon Co-Investment.

All share percentage calculation are based on 61,708,464 shares of Class A Common Stock and Class B Common Stock outstanding as of November 5, 2021, as reported by the Issuer to the SEC Form 10-Q on November 9, 2021.


(b)
Percent of Class: 8.0%


(c)
Number of shares as to which the  person has:

(i)
Sole power to vote or direct the vote: 0

(ii)
Shared power to vote or to direct the vote: 4,923,196 shares of Class A Common Stock

(iii)
Sole power to dispose or to direct the disposition of: 0

(iv)
Shared power to dispose or to direct the disposition of: 4,923,196 shares of Class A Common Stock

aMoon General Partner Ltd.


(a)
Amount beneficially owned:  4,923,196 shares of Class A Common Stock.  aMoon Ltd. is the sole general partner of aMoon G.P.  By virtue of such relationships, aMoon Ltd. may be deemed to have shared voting and investment power with respect to the shares of Class A Common Stock of the Issuer held by aMoon and aMoon Co-Investment.

All share percentage calculation are based on 61,708,464 shares of Class A Common Stock and Class B Common Stock outstanding as of November 5, 2021, as reported by the Issuer to the SEC on Form 10-Q on November 9, 2021.

Page 8 of 10 Pages



(b)
Percent of Class: 8.0%


(c)
Number of shares as to which the  person has:

(i)
Sole power to vote or direct the vote: 0

(ii)
Shared power to vote or to direct the vote: 4,923,196 shares of Class A Common Stock

(iii)
Sole power to dispose or to direct the disposition of: 0

(iv)
Shared power to dispose or to direct the disposition of: 4,923,196 shares of Class A Common Stock

Dr. Yair C. Schindel


(a)
Amount beneficially owned:  4,923,196 shares of Class A Common Stock.  Schindel is the sole shareholder of aMoon Ltd. By virtue of such relationships, Schindel may be deemed to have shared voting and investment power with respect to the shares of Class A Common Stock of the Issuer held by aMoon and aMoon Co-Investment. Schindel disclaims beneficial ownership of the shares of Class A Common Stock of the Issuer held by aMoon, aMoon Co-Investment, aMoon G.P. and aMoon Ltd., except to the extent of his pecuniary interest therein, if any.

All share percentage calculation are based on 61,708,464 shares of Class A Common Stock and Class B Common Stock outstanding as of November 5, 2021, as reported by the Issuer to the SEC on Form 10-Q on November 9, 2021.


(b)
Percent of Class: 8.0%


(c)
Number of shares as to which the  person has:

(i)
Sole power to vote or direct the vote: 0

(ii)
Shared power to vote or to direct the vote: 4,923,196 shares of Class A Comm on Stock

(iii)
Sole power to dispose or to direct the disposition of: 0

(iv)
Shared power to dispose or to direct the disposition of: 4,923,196 shares of Class A Common Stock

Item 5
Ownership of Five Percent or Less of a Class
 
Not applicable.
 
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
 
Not applicable.
 
Item 8
Identification and Classification of Members of the Group
 
Incorporated by reference to Items 2 and 4 of this Schedule 13G.
 
Item 9
Notice of Dissolution of Group
 
Not applicable.
 
Item 10
Certification
 
Not applicable.
 
Page 9 of 10 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: January 24, 2022
 
 
AMOON GROWTH FUND LIMITED PARTNERSHIP
BY: AMOON GROWTH FUND G.P. LIMITED PARTNERSHIP, ITS GENERAL PARTNER
BY:  AMOON GENERAL PARTNER LTD., ITS GENERAL PARTNER
 
 
 
By:
/s/ Dr. Yair C. Schindel
 
 
 
Name:
Title:
Dr. Yair C. Schindel
Director
 

 
AMOON CO-INVESTMENT SPV, L.P.
BY: AMOON GROWTH FUND G.P. LIMITED PARTNERSHIP, ITS GENERAL PARTNER
BY:  AMOON GENERAL PARTNER LTD., ITS GENERAL PARTNER
 
 
 
By:
/s/ Dr. Yair C. Schindel
 
 
 
Name:
Title:
Dr. Yair C. Schindel
Director
 

 
AMOON GROWTH FUND G.P. LIMITED PARTNERSHIP
BY:  AMOON GENERAL PARTNER LTD., ITS GENERAL PARTNER
 
 
 
By:
/s/ Dr. Yair C. Schindel
 
 
 
Name:
Title:
Dr. Yair C. Schindel
Director
 

 
AMOON GENERAL PARTNER LTD.
 
 
 
By:
/s/ Dr. Yair C. Schindel
 
 
 
Name:
Title:
Dr. Yair C. Schindel
Director
 

 
DR. YAIR C. SCHINDEL 
 
 
 
By:
/s/ Dr. Yair C. Schindel
 

  
Page 10 of 10 Pages