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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO Section 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO Section 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Acumen Pharmaceuticals, Inc.
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(Name of Issuer)
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Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
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00509G209
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(Cusip Number)
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December 31, 2022
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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S
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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* 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).
13G
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CUSIP No. 00509G209
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1
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NAMES OF REPORTING PERSONS
Sands Capital Ventures Discovery Fund III, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) X
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
1,124,729
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
1,124,729
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,124,729
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.7%
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12
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TYPE OF REPORTING PERSON (See Instructions)
PN
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13G
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CUSIP No. 00509G209
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1
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NAMES OF REPORTING PERSONS
Sands Capital Global Venture Fund II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) X
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
1,146,173
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
1,146,173
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,146,173
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.8%
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12
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TYPE OF REPORTING PERSON (See Instructions)
PN
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13G
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CUSIP No. 00509G209
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1
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NAMES OF REPORTING PERSONS
Sands Capital Life Sciences Pulse Fund, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) X
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
1,146,173
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
1,146,173
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,146,173
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.8%
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12
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TYPE OF REPORTING PERSON (See Instructions)
PN
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13G
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CUSIP No. 00509G209
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1
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NAMES OF REPORTING PERSONS
Sands Capital Ventures, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) X
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
3,417,0751
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
3,417,0751
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,417,0751
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%1
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12
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TYPE OF REPORTING PERSON (See Instructions)
OO
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1 This amount includes 1,124,729 shares of Common Stock that are directly held by Sands Capital Ventures Discovery Fund III, L.P. (“Sands Discovery Fund”);
1,146,173 shares of Common Stock that are directly held by Sands Capital Global Venture Fund II, L.P. (“Sands Venture Fund”); and 1,146,173 shares of Common Stock that are directly held by Sands Capital Life Sciences Pulse Fund, LLC (“Sands
Pulse Fund” and, together with each of Sands Discovery Fund and Sands Venture Fund,
the “Sands Funds”). Sands Capital Ventures, LLC, as the investment manager of each of the Sands Funds, may be deemed to beneficially own a total of
3,417,075 shares of Common Stock directly held by the Sands Funds.
13G
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CUSIP No. 00509G209
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1
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NAMES OF REPORTING PERSONS
Frank M. Sands
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) X
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
3,417,0751
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
3,417,0751
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,417,0751
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%1
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12
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TYPE OF REPORTING PERSON (See Instructions)
IN, HC
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1 This amount includes 1,124,729 shares of Common Stock that are directly held by Sands Capital Ventures Discovery Fund
III, L.P. (“Sands Discovery Fund”); 1,146,173 shares of Common Stock that are directly held by Sands Capital Global Venture Fund II, L.P. (“Sands Venture Fund”); and 1,146,173 shares of Common Stock that are directly held by Sands
Capital Life Sciences Pulse Fund, LLC (“Sands Pulse Fund” and, together with each of Sands Discovery Fund and Sands Venture Fund, the “Sands Funds”). Frank M. Sands holds ultimate voting and investment power over securities held by the
Sands Funds, and thus may be deemed to beneficially own a total of 3,417,075 shares of Common Stock held by the Sands Funds.
This Amendment No. 1 to Schedule 13G amends and restates in its entirety the Sch
edule 13G initially filed on July 13, 2021
(together with all prior and current amendments thereto, this “Schedule 13G”).
Item 1. Issuer
(a) Name of Issuer:
The name of the issuer to which this filing on Schedule 13G relates is Acumen Pharmaceuticals, Inc. (the “Issuer”).
(b) Address of Issuer’s Principal Executive Offices:
The principal executive offices of the Issuer are located at 427 Park St., Charlottesville, Virginia 22902.
Item 2. Identity and Background
(a) Name of Person(s) Filing:
This Schedule 13G is being filed jointly by: (i) Sands Capital Ventures Discovery Fund III, L.P. (“Sands Discovery Fund”),
with respect to the shares of Common Stock held by it; (ii) Sands Capital Global Venture Fund II, L.P. (“Sands Venture Fund”), with respect to the shares of Common Stock held by it; (iii) Sands Capital Life Sciences Pulse Fund, LLC (“Sands
Pulse Fund” and together with Sands Discovery Fund and Sands Venture Fund, the “Sands Funds”), with respect to the shares of Common Stock held by it; (iv) Sands Capital Ventures, LLC (“SCV”), the investment manager of the Sands
Funds, with respect to the shares of Common Stock held by the Sands Funds; and (v) Frank M. Sands (“Sands”), with respect to the shares of Common Stock held by the Sands Funds. The Sands Funds, SCV and Sands are together referred to herein as
the “Reporting Persons”.
Sands Capital Ventures Discovery Fund III-GP, LLC (“Sands Discovery GP”) is the general partner of Sands Discovery
Fund. Sands Capital Global Venture Fund II-GP, L.P. (“Sands Venture GP L.P.”) is the general partner of Sands Venture Fund. Sands Capital Global Venture Fund II-GP, LLC (“Sands Venture GP LLC” and, together with Sands Discover GP and
Sands Venture GP L.P., the “Sands General Partners”) is the general partner of Sands Venture GP L.P.
SCV is the investment manager of each of the Sands Funds and thus may be deemed to beneficially own the shares of Common
Stock held by the Sands Funds. Sands holds ultimate voting and investment power over securities held by the Sands Funds, and thus may be deemed to beneficially own the shares of Common Stock held by the Sands Funds.
(b) Address of Principal Business Office, or if None, Residence:
The principal business address of each of the Reporting Persons and the Sands General Partners is 1000 Wilson Blvd., Suite
3000, Arlington, VA 22209.
(c) Citizenship or Place of Organization:
Each of the Sands Funds and the Sands General Partners is organized under the laws of the State of Delaware. Sands is a
citizen of the United States.
(d) Title of Class of Securities:
The class of securities of the Issuer to which this Schedule 13G relates is Common Stock, $0.0001 par value per share (“Common
Stock”).
(e) CUSIP Number:
The CUSIP number of the Common Stock is 00509G209.
| Item 3. |
If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is an Entity Specified in (a) - (k):
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[ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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[ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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[ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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[ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
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[ ] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);
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[ ] An employee benefit plan or endowment fund in accordance with
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Section 240.13d-1(b)(1)(ii)(F);
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[ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);
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[ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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[ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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[ ] A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J);
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[ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Item 4. Ownership
See rows 5 through 11 of cover pages.
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
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Not applicable.
| Item 8. |
Identification and Classification of Members of the Group
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Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my 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.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
Dated: February 14, 2023
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Sands Capital Ventures Discovery Fund III, L.P.
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By: Sands Capital Ventures Discovery Fund III-GP, LLC, its general partner
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By: /s/ Jonathan Goodman
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Name: Jonathan Goodman
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Title: General Counsel
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Sands Capital Global Venture Fund II, L.P.
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By: Sands Capital Global Venture Fund II-GP, L.P, its general partner
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By: Sands Capital Global Venture Fund II-GP, LLC, its general partner
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By: /s/ Jonathan Goodman
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Name: Jonathan Goodman
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Title: General Counsel
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Sands Capital Life Sciences Pulse Fund, LLC
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By: /s/ Jonathan Goodman
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Name: Jonathan Goodman
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Title: General Counsel
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Sands Capital Ventures, LLC
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By: /s/ Jonathan Goodman
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Name: Jonathan Goodman
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Title: General Counsel
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By: Frank M. Sands
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Name: Frank M. Sands
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EXHIBIT INDEX
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EXHIBIT 1
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Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
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EXHIBIT 1
to
SCHEDULE 13G
JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for
the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other
entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
Dated: February 14, 2023
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Sands Capital Ventures Discovery Fund III, L.P.
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By: Sands Capital Ventures Discovery Fund III-GP, LLC, its general partner
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By: /s/ Jonathan Goodman
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Name: Jonathan Goodman
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Title: General Counsel
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Sands Capital Global Venture Fund II, L.P.
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By: Sands Capital Global Venture Fund II-GP, L.P, its general partner
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By: Sands Capital Global Venture Fund II-GP, LLC, its general partner
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By: /s/ Jonathan Goodman
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Name: Jonathan Goodman
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Title: General Counsel
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Sands Capital Life Sciences Pulse Fund, LLC
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By: /s/ Jonathan Goodman
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Name: Jonathan Goodman
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Title: General Counsel
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Sands Capital Ventures, LLC
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By: /s/ Jonathan Goodman
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Name: Jonathan Goodman
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Title: General Counsel
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By: Frank M. Sands
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Name: Frank M. Sands
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