Statement of Ownership (sc 13g)
2021年2月17日 - 6:02AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
PMV Pharmaceuticals, Inc.
(Name of
Issuer)
Common Stock, par value $0.00001 per share
(Title of
Class of Securities)
69353Y 10 3
(CUSIP Number)
December 31, 2020
(Date of
Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*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.
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 (however, see the Notes).
CUSIP NO. 69353Y 10 3
|
13 G
|
|
1
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NAMES OF REPORTING PERSONS
Nextech V Oncology S.C.S., SICAV-SIF
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
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(a) ¨ (b) x
(1)
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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
Luxembourg
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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
2,528,290
|
|
6
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SHARED VOTING POWER
0
|
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7
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SOLE DISPOSITIVE POWER
2,528,290
|
|
8
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SHARED DISPOSITIVE POWER
0
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,528,290
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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5.6% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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(1)
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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”) and Dalia Bleyer (“Bleyer”
and together with Nextech V LP, Nextech V GP and Lips, collectively, the “Reporting Persons”). The Reporting Persons
expressly disclaim status as a “group” for purposes of this Schedule 13G.
|
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(2)
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The percent of class was calculated based on 44,773,748 shares of common stock outstanding as of
November 1, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30,
2020, as filed with the Securities and Exchange Commission on November 13, 2020.
|
CUSIP NO. 69353Y 10 3
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13 G
|
|
1
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NAMES OF REPORTING PERSONS
Nextech V GP S.à r.l.
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
(a) ¨ (b) x
(1)
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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
2,528,290
|
|
6
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SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
2,528,290
|
|
8
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SHARED DISPOSITIVE POWER
0
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,528,290
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
5.6% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1)
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This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status
as a “group” for purposes of this Schedule 13G.
|
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(2)
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The percent of class was calculated based on 44,773,748 shares of common stock outstanding as of
November 1, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30,
2020, as filed with the Securities and Exchange Commission on November 13, 2020.
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CUSIP NO. 69353Y 10 3
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13 G
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1
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NAMES OF REPORTING PERSONS
Thomas Lips
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
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(a) ¨ (b) x
(1)
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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
Switzerland
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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
|
|
6
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SHARED VOTING POWER
2,528,290
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
2,528,290
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,528,290
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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5.6%
(2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
|
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(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 44,773,748 shares of common stock outstanding as of
November 1, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, as
filed with the Securities and Exchange Commission on November 13, 2020.
|
CUSIP NO. 69353Y 10 3
|
13 G
|
|
1
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NAMES OF REPORTING PERSONS
Dalia Bleyer
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
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(a) ¨ (b) x
(1)
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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
Lithuania
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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
|
|
6
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SHARED VOTING POWER
2,528,290
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
2,528,290
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,528,290
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
5.6%
(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 44,773,748 shares of common stock outstanding as of
November 1, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, as
filed with the Securities and Exchange Commission on November 13, 2020.
|
CUSIP NO. 69353Y 10 3
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13 G
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Introductory
Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock (“Common
Stock”) of PMV Pharmaceuticals, Inc. (the “Issuer”).
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Item 1(a)
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Name of Issuer:
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PMV Pharmaceuticals, Inc.
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Item 1(b)
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Address of Issuer’s principal executive offices:
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8 Clarke Drive, Suite 3
Cranbury, NJ 08512
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Items
2(a)
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Name of Reporting Persons filing:
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Nextech V Oncology S.C.S., SICAV-SIF (“Nextech V LP”)
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Nextech V GP S.à r.l. (“Nextech V GP”)
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Thomas Lips (“Lips”)
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Dalia Bleyer (“Bleyer”)
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Item 2(b)
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Address or principal business office or, if none, residence:
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The address of the principal business office:
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8 rue Lou Hemmer
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L-1748 Luxembourg-Findel
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Grand-Duché de Luxembourg
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Name
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Citizenship or Place of Organization
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Nextech V LP
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Luxembourg
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Nextech V GP
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Luxembourg
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Lips
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Switzerland
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Bleyer
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Lithuania
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Item 2(d)
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Title
of class of securities:
Common stock, par value $0.00001
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Item 2(e)
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CUSIP
No.:
69353Y 10 3
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Item 3
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If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person
filings is a:
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Not applicable.
CUSIP NO. 69353Y 10 3
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13 G
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Item 4
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Ownership
The following information with respect to the ownership of Common Stock of the Issuer by the Reporting Persons
filing this statement on Schedule 13G is provided as of December 31, 2020.
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Reporting Persons
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Shares of
Common
Stock Held
Directly
|
|
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Sole
Voting
Power
|
|
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Shared
Voting
Power (1)
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|
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Sole
Dispositive
Power
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Shared
Dispositive
Power (1)
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Beneficial
Ownership
|
|
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Percentage
of Class
(1)(2)
|
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Nextech V LP
|
|
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2,528,290
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|
|
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2,528,290
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|
|
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0
|
|
|
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2,528,290
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|
|
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0
|
|
|
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2,528,290
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|
|
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5.6
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%
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Nextech V GP (1)
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|
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0
|
|
|
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2,528,290
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|
|
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0
|
|
|
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2,528,290
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|
|
|
0
|
|
|
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2,528,290
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|
|
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5.6
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%
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Lips (1)
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|
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0
|
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0
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2,528,290
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0
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2,528,290
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2,528,290
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|
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5.6
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%
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Bleyer (1)
|
|
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0
|
|
|
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0
|
|
|
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2,528,290
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|
|
|
0
|
|
|
|
2,528,290
|
|
|
|
2,528,290
|
|
|
|
5.6
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%
|
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(1)
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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 and Lips 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.
|
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(2)
|
This
percentage is based on 44,773,748 shares of common stock outstanding as of November 1, 2020, as disclosed in the Issuer’s
Quarterly Report on Form 10-Q for the period ended September 30, 2020, as filed with the Securities and Exchange Commission on
November 13, 2020.
|
|
Item
5
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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 ( ).
|
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Item 6
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Ownership
of More than Five Percent on Behalf of Another Person
Not applicable.
|
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Item 7
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Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control Person
Not applicable.
|
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Item 8
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Identification
and Classification of Members of the Group
Not applicable.
|
|
Item 9
|
Notice of Dissolution of Group
Not applicable.
|
|
Item 10
|
Certifications
Not applicable.
|
CUSIP NO. 69353Y 10 3
|
13 G
|
|
SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in the attached statement on Schedule 13G is true, complete
and correct.
Dated: February 16, 2021
Nextech V Oncology S.C.S., SICAV-SIF
By:
|
Nextech V GP S.à r.l.
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Its:
|
General Partner
|
By:
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/s/ Dalia Bleyer
|
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Dalia Bleyer, Managing Member
|
|
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By:
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/s/ Thomas Lips
|
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Thomas Lips, Managing Member
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Nextech V GP S.à r.l.
|
|
|
|
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By:
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/s/ Dalia Bleyer
|
|
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Dalia Bleyer, Managing Member
|
|
|
|
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By:
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/s/ Thomas Lips
|
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Thomas Lips, Managing Member
|
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/s/ Thomas Lips
|
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Thomas Lips
|
|
|
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/s/ Dalia Bleyer
|
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Dalia Bleyer
|
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CUSIP NO. 69353Y 10 3
|
13 G
|
|
Exhibit(s):
Exhibit 99.1:
|
Joint Filing Statement
|
PMV Pharmaceuticals (NASDAQ:PMVP)
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