Sec Form 4 Filing - 5AM Partners VII, LLC @ Skye Bioscience, Inc. - 2024-03-13

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
5AM Partners VII, LLC
2. Issuer Name and Ticker or Trading Symbol
Skye Bioscience, Inc. [ SKYE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
501 2ND STREET, SUITE 350
3. Date of Earliest Transaction (MM/DD/YY)
03/13/2024
(Street)
SAN FRANCISCO, CA94107
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/13/2024 P 450,000 A $ 10 8,393,520 I By 5AM Ventures VII, L.P. ( 1 )
Common Stock 1,718,189 I By 5AM Ventures II, L.P. ( 2 )
Common Stock 67,796 I By 5AM Co-Investors II, L.P. ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
5AM Partners VII, LLC
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
5AM Ventures VII, L.P.
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
5AM Partners II, LLC
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
5AM Ventures II LP
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
5AM CO-INVESTORS II LP
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
DIEKMAN JOHN D
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
PARMAR KUSH
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
ROCKLAGE SCOTT M
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
Signatures
5AM Partners VII, LLC, By /s/ Andrew J. Schwab, Managing Member 03/15/2024
Signature of Reporting Person Date
5AM Ventures VII, L.P., By: 5AM Partners VII, LLC, its General Partner, By /s/ Andrew J. Schwab, Managing Member 03/15/2024
Signature of Reporting Person Date
5AM Partners II, LLC, By /s/ Andrew J. Schwab, Managing Member 03/15/2024
Signature of Reporting Person Date
5AM Ventures II L.P., By: 5AM Partners II, LLC, its General Partner, By /s/ Andrew J. Schwab, Managing Member 03/15/2024
Signature of Reporting Person Date
5AM Co-Investors II, L.P., By: 5AM Partners II, LLC, its General Partner, By /s/ Andrew J. Schwab, Managing Member 03/15/2024
Signature of Reporting Person Date
/s/ John Diekman 03/15/2024
Signature of Reporting Person Date
/s/ Kush Parmar 03/15/2024
Signature of Reporting Person Date
/s/ Scott M. Rocklage 03/15/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities are directly held by 5AM Ventures VII, L.P. ("Ventures VII"). 5AM Partners VII, LLC ("Partners VII") is the sole general partner of Ventures VII. Dr. Kush Parmar and Andrew J. Schwab are the managing members of Partners VII and may be deemed to have shared voting and investment power over the securities beneficially owned by Ventures VII. Each of Partners VII and Dr. Parmar disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein. Mr. Schwab is a director of the Issuer and files separate Section 16 reports.
( 2 )The securities are directly held by 5AM Ventures II, L.P. ("Ventures II"). 5AM Partners II, LLC ("Partners II") is the sole general partner of Ventures II. Dr. John Diekman, Andrew J. Schwab and Dr. Scott M. Rocklage are the managing members of Partners II and may be deemed to have shared voting and investment power over the securities beneficially owned by Ventures II. Each of Partners II, Dr. Diekman and Dr. Rocklage disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein. Mr. Schwab is a director of the Issuer and files separate Section 16 reports.
( 3 )The securities are directly held by 5AM Co-Investors II, L.P. ("Co-Investors II"). Partners II is the sole general partner of Co-Investors II. Dr. John Diekman, Andrew J. Schwab and Dr. Scott M. Rocklage are the managing members of Partners II and may be deemed to have shared voting and investment power over the securities beneficially owned by Co-Investors II. Each of Partners II, Dr. Diekman and Dr. Rocklage disclaims beneficial ownership of such shares except to the extent of its or his respective pecuniary interest therein. Mr. Schwab is a director of the Issuer and files separate Section 16 reports.

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