Sec Form 13G Filing - Bain Capital Life Sciences Fund II L.P. filing for Syros Pharmaceuticals Inc. (SYRS) - 2020-12-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

Under the Securities Exchange Act of 1934

(Amendment No. )

Syros Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.001

par value per share

(Title of Class of Securities)

87184Q 107

(CUSIP Number)

December 8, 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:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

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).

The calculation of beneficial ownership of the Reporting Persons is based on (i) 45,810,735 shares of Common Stock issued and outstanding as of October 31, 2020, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2020 (ii) 10,312,500 shares of Common Stock issued by the Issuer on December 8, 2020, and (iii) 1,785,036 shares of Common Stock to be issued upon the exercise of Pre-Funded Warrants and Warrants held by the Reporting Persons, which reflects the Beneficial Ownership Blocker.

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The calculation of beneficial ownership of the Reporting Persons is based on (i) 45,810,735 shares of Common Stock issued and outstanding as of October 31, 2020, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2020 (ii) 10,312,500 shares of Common Stock issued by the Issuer on December 8, 2020, and (iii) 1,785,036 shares of Common Stock to be issued upon the exercise of Pre-Funded Warrants and Warrants held by the Reporting Persons, which reflects the Beneficial Ownership Blocker.

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Item 1(a) Name of Issuer

The name of the issuer to which this filing on Schedule 13G relates is Syros Pharmaceuticals, Inc. (the “Issuer”).

Item 1(b) Address of Issuer’s Principal Executive Offices

The principal executive offices of the Issuer are located at 35 Cambridge Park Drive, 4th Floor, Cambridge, Massachusetts 02140.

Item 2(a) Name of Person Filing

This Schedule 13G is being filed jointly by Bain Capital Life Sciences Fund II, L.P., a Cayman exempted limited partnership (“BCLS II”), and BCIP Life Sciences Associates, LP, a Delaware limited partnership (“BCIPLS” and, together with BCLS II, the “Reporting Persons”).

Bain Capital Life Sciences Investors, LLC, a Delaware limited liability company (“BCLSI”), whose managers are Jeffrey Schwartz and Adam Koppel, is the manager of Bain Capital Life Sciences Investors II, LLC, a Cayman limited liability company (“BCLSI II”), which is the general partner of BCLS II.

Boylston Coinvestors, LLC, a Delaware limited liability company (“Boylston”), is the general partner of BCIPLS. BCLSI governs the investment strategy and decision-making process with respect to investments held by BCIPLS.

As a result, each of BCLSI, Mr. Schwartz and Dr. Koppel may be deemed to share voting and dispositive power with respect to the securities held by the Reporting Persons.

The Reporting Persons have entered into a Joint Filing Agreement, dated December 14, 2020, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Act.

Item 2(b) Address of Principal Business Office or, if None, Residence:

The principal business address of each of the Reporting Persons, BCLSI, BCLSI II, BCLS II, Boylston, BCIPLS, Mr. Schwartz and Dr. Koppel is 200 Clarendon Street, Boston, MA 02116.

Item 2(c) Citizenship

BCLS II and BCLSI II are organized under the laws of the Cayman Islands. BCIPLS, BCLSI and Boylston are organized under the laws of the State of Delaware. Mr. Schwartz and Dr. Koppel are citizens of the United States.

Item 2(d) Title of Class of Securities

The class of securities of the Issuer to which this Schedule 13G relates is Common Stock, $0.001 par value per share (“Common Stock”).

Item 2(e) CUSIP Number

The CUSIP number of the Common Stock is 87184Q 107.

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If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

(a) Amount beneficially owned:

As of the date hereof: BCLS II holds 3,565,714 shares of Common Stock, Warrants to purchase either 1,114,286 shares of Common Stock or Pre-Funded Warrants, and Pre-Funded Warrants to purchase 891,429 shares of Common Stock. BCIP LS holds 434,286 shares of Common Stock, Warrants to purchase either 135,714 shares of Common Stock or Pre-Funded Warrants, and Pre-Funded Warrants to purchase 108,571 shares of Common Stock.

The Reporting Persons are prohibited from exercising Warrants and Pre-Funded Warrants, if, as a result of such exercise, the Reporting Persons would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to the exercise (the “Beneficial Ownership Blocker”). Accordingly, pursuant to Rule 13d-3 of the Act and the relationships described herein, the Reporting Persons may be deemed to collectively beneficially own 9.99% of the outstanding Common Stock of the Issuer, representing 5,785,036 shares of Common Stock as of the date hereof.

The calculation of beneficial ownership of the Reporting Persons is based on (i) 45,810,735 shares of Common Stock issued and outstanding as of October 31, 2020, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2020, (ii) 10,312,500 shares of Common Stock issued by the Issuer on December 8, 2020, and (iii) 1,785,036 shares of Common Stock to be issued upon the exercise of Pre-Funded Warrants and Warrants held by the Reporting Persons, which reflects the Beneficial Ownership Blocker.

(b) Percent of class:

See Item 4(a) hereof.

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

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

0 shares of Common Stock

(ii) Shared power to vote or to direct the vote: See Item 4(a) hereof.

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

0 shares of Common Stock

(iv) Shared power to dispose or to direct the disposition of: See Item 4(a) hereof.

5

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information in this statement is true, complete and correct.

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Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF

SCHEDULE 13G

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

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