Sec Form 13G Filing - TCG Crossover GP II LLC @ ADVERUM BIOTECHNOLOGIES INC CO

Sec Form 13G Filing - TCG Crossover GP II LLC filing for ADVERUM BIOTECHNOLOGIES INC CO (ADVM) - 2024-02-15

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

Under the Securities Exchange Act of 1934

(Amendment No. )*

Adverum Biotechnologies, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

00773U108

(CUSIP Number)

February 8, 2024

(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 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. 00773U108		13G

(1)

These securities are held of record by TCG Crossover II (as defined in Item 2(a) below). TCG Crossover GP II (as defined in Item 2(a) below) is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities.

(2)

Consists of (i) 20,083,395 shares of Common Stock (as defined in Item 2(d) below) of the Issuer (as defined in Item 1(a) below) and (ii) 680,177 shares of Common Stock, issuable upon exercise of certain Pre-Funded Warrants (as defined and described in the Form 8-K (as defined in footnote (3) below)). This total excludes 69,823 shares of Common Stock issuable upon exercise of certain Pre-Funded Warrants because the Pre-Funded Warrants may not be exercised to the extent that doing so would result in the holder of the Pre-Funded Warrants (together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates) beneficially owning more than 9.99% of the shares of Common Stock then outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”).

(3)

Based on 207,163,393 shares of Common Stock expected to be outstanding on February 8, 2024, following the closing of its private placement offerings, as disclosed by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on February 5, 2024 (the “Form 8-K”), plus 680,177 shares of Common Stock issuable upon exercise of certain Pre-Funded Warrants held of record by TCG Crossover II.


CUSIP No. 00773U108		13G

(1)

These securities are held of record by TCG Crossover II. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities.

(2)

Consists of (i) 20,083,395 shares of Common Stock held of record by TCG Crossover II and (ii) 680,177 shares of Common Stock, issuable upon exercise of certain Pre-Funded Warrants held of record by TCG Crossover II. This total excludes 69,823 shares of Common Stock issuable upon exercise of certain Pre-Funded Warrants as a result of the Beneficial Ownership Limitation.

(3)	Based on 207,163,393 shares of Common Stock outstanding, as disclosed by the Issuer in its Form 8-K, plus 680,177 shares of Common Stock issuable upon exercise of certain Pre-Funded Warrants held of record by TCG Crossover II.


CUSIP No. 00773U108		13G

(1)

(2)

(3)	Based on 207,163,393 shares of Common Stock outstanding, as disclosed by the Issuer in its Form 8-K, plus 680,177 shares of Common Stock issuable upon exercise of certain Pre-Funded Warran ts held of record by TCG Crossover II.


CUSIP No. 00773U108		13G

Item 1(a).

Name of Issuer:

Adverum Biotechnologies, Inc. (the “Issuer”).

Item 1(b).

Address of Issuer’s Principal Executive Offices:

100 Cardinal Way

Redwood City, CA 94063

Item 2(a).

Name of Person Filing:

This joint statement on Schedule 13G is being filed by TCG Crossover Fund II, L.P. (“TCG Crossover II”), TCG Crossover GP II, LLC (“TCG Crossover GP II” and together with TCG Crossover II, the “Reporting Entities”) and Chen Yu (the “Reporting Individual”). The Reporting Entities and the Reporting Individual are collectively referred to as the “Reporting Persons.” The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached to this Statement as Exhibit 1. Other than those securities reported herein as being held directly by such Reporting Person, each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person’s pecuniary interest therein.

Item 2(b)

Address of Principal Business Office, or if None, Residence:

The address of the principal business office of each Reporting Person is 705 High St., Palo Alto, CA 94301.

Item 2(c).

Citizenship:

TCG Crossover GP II is a limited liability company organized under the laws of the State of Delaware. TCG Crossover II is a limited partnership organized under the laws of the State of Delaware. The Reporting Individual is a citizen of the United States of America.

Item 2(d).

Title of Class of Securities:

Common Stock, $0.0001 par value per share (“Common Stock”).

Item 2(e).

CUSIP Number:

00773U108

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.


CUSIP No. 00773U108		13G

Item 4.

Ownership.

(a)

Amount beneficially owned:

See Row 9 of the cover page for each Reporting Person and the corresponding footnotes.*

(b)

Percent of class:

See Row 11 of the cover page for each Reporting Person and the corresponding footnotes.*

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

See Row 5 of the cover page for each Reporting Person and the corresponding footnotes.*

(ii)

Shared power to vote or to direct the vote

See Row 6 of the cover page for each Reporting Person and the corresponding footnotes.*

(iii)

Sole power to dispose or to direct the disposition of

See Row 7 of the cover page for each Reporting Person and the corresponding footnotes.*

(iv)

Shared power to dispose or to direct the disposition of

See Row 8 of the cover page for each Reporting Person and the corresponding footnotes.*

*	Except to the extent of his or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares of Common Stock, except for the shares, if any, such Reporting Person holds of record.

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.

Under certain circumstances set forth in the limited partnership agreement of TCG Crossover II and the limited liability company agreement of TCG Crossover GP II, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of securities of the Issuer owned by each such entity of which they are a partner or member, as the case may be.

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.


CUSIP No. 00773U108		13G

Item 9.

Notice of Dissolution of the Group.

Not applicable.

Item 10.

Certifications.

Not Applicable

Material to be Filed as Exhibits.

Exhibit 1 – Joint Filing Agreement.


CUSIP No. 00773U108		13G

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 15, 2024


TCG Crossover Fund II, L.P.

By:		TCG Crossover GP II, LLC
Its:		General Partner

By:		/s/ Craig Skaling
		Authorized Signatory

TCG Crossover GP II, LLC

By:		/s/ Craig Skaling
		Authorized Signatory

/s/ Craig Skaling, as attorney-in-fact for Chen Yu
Chen Yu

NAMES OF REPORTING PERSONS

TCG Crossover GP II, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware