Sec Form 13D Filing - Vida Ventures GP III L.L.C. filing for Vigil Neuroscience Inc. (VIGL) - 2024-10-09

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 disclosures provided in a prior cover page.

 Name of Reporting Persons

 Vida Ventures GP III, L.L.C.

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 SEC Use Only

 Source of Funds (See Instructions)

 AF

 Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 ☐

 Citizenship or Place of Organization

 Delaware

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 5,015,929 shares of Common Stock (1)

 Sole Dispositive Power

 0

 Shared Dispositive Power

 5,015,929 shares of Common Stock (1)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 5,015,929 shares of Common Stock (1)

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row 11

 12.7% (2)

 Type of Reporting Person (See Instructions)

 OO

Consists of (i) 5,004,393 shares held by Vida III (as defined in Item 2(a) of the Original Schedule 13D (as defined below)) and (ii) 11,536 shares held by Vida III-A (as defined in Item 2(a) of the Original Schedule 13D). Vida III GP (as defined in Item 2(a) of the Original Schedule 13D) is the general partner of each of Vida III and Vida III-A and may be deemed to have voting, investment, and dispositive power with respect to these securities. Arie Belldegrun, Helen Kim, Arjun Goyal, Rajul Jain and Stefan Vitorovic, a member of the Issuer’s board of directors, are the members of the investment committee of Vida III GP (the “Investment Committee”). Each of the Investment Committee and the members thereof may be deemed to share voting, investment and dispositive power with respect to these securities.

Based upon 39,647,533 shares of the Issuer’s Common Stock outstanding as of July 31, 2024, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarter ended June 30, 2024, filed with the Securities and Exchange Commission (“Commission”) on August 13, 2024 (the “Form 10-Q”).

 Name of Reporting Persons

 Vida Ventures III, L.P.

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 SEC Use Only

 Source of Funds (See Instructions)

 WC

 Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 ☐

 Citizenship or Place of Organization

 Delaware

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 5,004,393 shares of Common Stock (1)

 Sole Dispositive Power

 0

 Shared Dispositive Power

 5,004,393 shares of Common Stock (1)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 5,004,393 shares of Common Stock (1)

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row 11

 12.6% (2)

 Type of Reporting Person (See Instructions)

 PN

These shares are held by Vida III. Vida III GP is the general partner of Vida III and may be deemed to have voting, investment, and dispositive power with respect to these securities. Each of the Investment Committee and the members thereof may be deemed to share voting, investment and dispositive power with respect to these securities.

Based upon 39,647,533 shares of the Issuer’s Common Stock outstanding as of July 31, 2024, as reported in the Form 10-Q.

 Name of Reporting Persons

 Vida Ventures III-A, L.P.

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 SEC Use Only

 Source of Funds (See Instructions)

 WC

 Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 ☐

 Citizenship or Place of Organization

 Delaware

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 11,536 shares of Common Stock (1)

 Sole Dispositive Power

 0

 Shared Dispositive Power

 11,536 shares of Common Stock (1)

 Aggregate Amount Beneficially Owned by Each Reporting Person

  ;11,536 shares of Common Stock (1)

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row 11

 0.0% (2)

 Type of Reporting Person (See Instructions)

 PN

These shares are held by Vida III-A. Vida III GP is the general partner of Vida III-A and may be deemed to have voting, investment, and dispositive power with respect to these securities. Each of the Investment Committee and the members thereof may be deemed to share voting, investment and dispositive power with respect to these securities.

Based upon 39,647,533 shares of the Issuer’s Common Stock outstanding as of July 31, 2024, as reported in the Form 10-Q.

 Name of Reporting Persons

 Stefan Vitorovic

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 SEC Use Only

 Source of Funds (See Instructions)

 AF

 Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 ☐

 Citizenship or Place of Organization

 United States of America

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 26,083 shares (1)

 Shared Voting Power

 5,015,929 shares of Common Stock (2)

 Sole Dispositive Power

 26,083 shares (1)

 Shared Dispositive Power

 5,015,929 shares of Common Stock (2)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 5,042,012 shares of Common Stock (1) (2)

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row 11

 12.7% (3)

 Type of Reporting Person (See Instructions)

 IN

Represents 26,083 shares subject to stock options granted to Mr. Vitorovic in his capacity as a director of the Issuer that are exercisable as of the date of the filing of this Amendment No. 1 (as defined below) or within 60 days thereafter. Excludes 18,068 shares subject to stock options granted to Mr. Vitorovic and that are not exercisable within 60 days of the filing of this Amendment No. 1.

Includes all securities held of record by Vida III and Vida III-A. Vida III GP is the general partner of each of Vida III and Vida III-A and may be deemed to share voting, investment and dispositive power with respect to these securities. Mr. Vitorovic, a member of the Issuer’s board of directors, is a member of the Investment Committee and may be deemed to share voting, investment and dispositive power with respect to these securities.

Based upon 39,647,533 shares of the Issuer’s Common Stock outstanding as of July 31, 2024, as reported in the Form 10-Q, plus 26,083 shares subject to stock options held by Mr. Vitorovic and that are exercisable as of the date of the filing of this Amendment No. 1 or within 60 days thereafter.

/s/ Stefan Vitorovic

/s/ Stefan Vitorovic

/s/ Stefan Vitorovic

/s/ Stefan Vitorovic