Sec Form 13G Filing - Foresite Capital Fund IV L.P. filing for LYELL IMMUNOPHARMA INC (LYEL) - 2022-02-11

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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SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

Schedule 13G
(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) 

(Amendment No. ___________)*

 

Lyell Immunopharma, Inc. 

(Name of Issuer)

 

Common Stock, par value $0.0001 

(Title of Class of Securities)

 

55083R104 

(CUSIP Number)

 

December 31, 2021 

(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)

 

x     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 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).

 

(Continued on following pages)

 

Page 1 of 10

 

Exhibit Index on Page 9

 

 

 

 

 

CUSIP # 55083R104Page 2 of 10

 

1 NAME OF REPORTING PERSONS          Foresite Capital Fund IV, L.P. (“FCF IV”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          ¨          (b)          x          

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5 SOLE VOTING POWER
13,282,181 shares, except that Foresite Capital Management IV, LLC (“FCM IV”), the general partner of FCF IV, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM IV, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7

SOLE DISPOSITIVE POWER

13,282,181 shares, except that FCM IV, the general partner of FCF IV, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to dispose of these shares.

8 SHARED DISPOSITIVE POWER
See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 

13,282,181

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨              
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.5%
12 TYPE OF REPORTING PERSON PN

 

 

 

CUSIP # 55083R104Page 3 of 10

 

1 NAME OF REPORTING PERSONS          Foresite Capital Management IV, LLC (“FCM IV”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          ¨          (b)          x          

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

5 SOLE VOTING POWER
13,282,181 shares, all of which are directly owned by FCF IV.  FCM IV, the general partner of FCF IV, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
13,282,181 shares, all of which are directly owned by FCF IV.  FCM IV, the general partner of FCF IV, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,282,181
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN SHARES ¨               
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.5%
12 TYPE OF REPORTING PERSON OO

  

 

 

CUSIP # 55083R104Page 4 of 10

 

1 NAME OF REPORTING PERSONS          James Tananbaum (“Tananbaum”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          ¨          (b)          x          

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

5 SOLE VOTING POWER
13,282,181 shares, all of which are directly owned by FCF IV.  Tananbaum is the managing member of FCM IV, which is the general partner of FCF IV.  Tananbaum may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
13,282,181 shares, all of which are directly owned by FCF IV.  Tananbaum is the managing member of FCM IV, which is the general partner of FCF IV.  Tananbaum may be deemed to have sole power to dispose o f these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,282,181
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨               
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.5%
12 TYPE OF REPORTING PERSON IN

 

 

 

CUSIP # 55083R104Page 5 of 10

 

ITEM 1(A).NAME OF ISSUER

 

Lyell Immunopharma, Inc. (the “Issuer”)

 

ITEM 1(B).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

 

201 Haskins Way 

South San Francisco, CA 94080

 

ITEM 2(A).NAME OF PERSONS FILING

 

This Schedule is filed by Foresite Capital Fund IV, L.P., a Delaware limited partnership (“FCF IV”), Foresite Capital Management IV, LLC, a Delaware limited liability company (“FCM IV”), and James Tananbaum. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

ITEM 2(B).ADDRESS OF PRINCIPAL OFFICE

 

The address for each of the Reporting Persons is:

 

c/o Foresite Capital Management 

900 Larkspur Landing Circle, Suite 150
Larkspur, CA 94939

 

ITEM 2(C).CITIZENSHIP

 

See Row 4 of cover page for each Reporting Person.

 

ITEM 2(D).TITLE OF CLASS OF SECURITIES

 

Common Stock, par value $0.0001

 

ITEM 2(E)CUSIP NUMBER

 

55083R104

 

ITEM 3.If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

 

 

CUSIP # 55083R104Page 6 of 10

 

ITEM 4.OWNERSHIP

 

The following information with respect to the ownership of the Common Stock of the Issuer by the persons filing this Statement is provided as of December 31, 2021:

 

(a)Amount beneficially owned:

 

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:

 

See Row 11 of cover page for each Reporting Person.

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

 

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

 

See Row 8 of cover page for each Reporting Person.

 

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 FCF IV and the limited liability company agreement of FCM IV, the 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, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member.

 

ITEM 7.IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

 

Not applicable.

 

ITEM 8.IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

Not applicable

 

ITEM 9.NOTICE OF DISSOLUTION OF GROUP.

 

Not applicable

 

 

 

CUSIP # 55083R104 Page 7 of 10

 

ITEM 10.CERTIFICATION.

 

 

 

CUSIP # 55083R104Page 8 of 10

 

SIGNATURES

 

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.

 

Date: February 11, 2022

 

  FORESITE CAPITAL FUND IV, L.P.
     
  By: FORESITE CAPITAL MANAGEMENT IV, LLC
  Its: General Partner
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     
  FORESITE CAPITAL MANAGEMENT IV, LLC
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     
  JAMES TANANBAUM
     
  By: /s/ James Tananbaum
  Name: James Tananbaum

 

 

 

CUSIP # 55083R104Page 9 of 10

 

EXHIBIT INDEX

 

 

Found on

Sequentially

Exhibit Numbered Page
   
Exhibit A:  Agreement of Joint Filing 10

 

 

 

CUSIP # 55083R104Page 10 of 10

 

exhibit A

 

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

Date: February 11, 2022

 

  FORESITE CAPITAL FUND IV, L.P.
     
  By: FORESITE CAPITAL MANAGEMENT IV, LLC
  Its: General Partner
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     
  FORESITE CAPITAL MANAGEMENT IV, LLC
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     
  JAMES TANANBAUM
     
  By: /s/ James Tananbaum
  Name: James Tananbaum