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 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Vigil Neuroscience, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
92673K108 (CUSIP Number) |
Jean-Philippe Kouakou-Zebouah Vida Ventures GP III, L.L.C., 40 Broad Street, Suite 201 Boston, MA, 02109 (857) 254-9500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/05/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | 92673K108 |
| 1 |
Name of reporting person
Vida Ventures III, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,835,464.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) All shares are held of record by Vida III (as defined in Item 2(a) of the Original Schedule 13D (as defined below)). Vida III GP (as defined in Item 2(a) of the Original Schedule 13D) is the general partner of each of Vida III and Vida III-A (as defined in Item 2(a) of the Original 13D) and may be deemed to have voting, investment, and dispositive power with respect to these securities. Each of the Investment Committee (as defined in the Original Schedule 13D) and the members thereof may be deemed to share voting, investment and dispositive power with respect to these securities. (2) Based upon 46,671,534 shares of the Issuer's Common Stock outstanding as of April 30, 2025, as set forth in the Issuer's quarterly report on Form 10-Q for the quarter ended March 31, 2025, filed with the Securities and Exchange Commission ("Commission") on May 7, 2025 (the "Form 10-Q").
SCHEDULE 13D
|
| CUSIP No. | 92673K108 |
| 1 |
Name of reporting person
Vida Ventures III-A, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,536.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) All shares are held of record by Vida III-A. Vida III GP is the general partner of each of Vida III and Vida III-A and may be deemed to have voting, investment, and dispositive power with respect to these securities. Each of the Investment Committee and the members thereof may be deemed to share voting, investment and dispositive power with respect to these securities. (2) Based upon 46,671,534 shares of the Issuer's Common Stock outstanding as of April 30, 2025, as set forth in the Form 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 92673K108 |
| 1 |
Name of reporting person
Vida Ventures GP III, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,842,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Consists of (i) 2,835,464 shares held by Vida III and (ii) 6,536 shares held by Vida III-A. Vida III GP is the general partner of each of Vida III and Vida III-A and may be deemed to have voting, investment, and dispositive power with respect to these securities. Each of the Investment Committee and the members thereof may be deemed to share voting, investment and dispositive power with respect to these securities. (2) Based upon 46,671,534 shares of the Issuer's Common Stock outstanding as of April 30, 2025, as set forth in the Form 10-Q.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
Vigil Neuroscience, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
100 Forge Road, Suite 700, Watertown,
MASSACHUSETTS
, 02472. | |
Item 1 Comment:
Explanatory Note: This Amendment No. 2 (this Amendment) amends and supplements the Schedule 13D originally filed by the Reporting Persons with the SEC on February 10, 2023, as amended by that Amendment No. 1 filed with the SEC on October 9, 2024 (collectively, the Original Schedule 13D). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defines in this Amendment have the meanings ascribed to them in the Original Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | This Amendment is being filed by Vida III, Vida III-A, and Vida III GP (each as defined in the Original 13D) and together with Vida III and Vida III-A, the "Reporting Persons")). Stefan Vitorovic, a reporting person on the Original 13D, is no longer a member of Vida III GP, and accordingly, is no longer a Reporting Person. The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13D. 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 the Original 13D as Exhibit 1 thereto. 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 Amendment except to the extent of such Reporting Person's pecuniary interest therein. | |
| (b) | The information set forth in Item 2(b) of the Original Schedule 13D is incorporated herein by reference. | |
| (c) | The information set forth in Item 2(c) of the Original Schedule 13D is incorporated herein by reference. | |
| (d) | The information set forth in Item 2(d) of the Original Schedule 13D is incorporated herein by reference. | |
| (e) | The information set forth in Item 2(e) of the Original Schedule 13D is incorporated herein by reference. | |
| (f) | The information set forth in Item 2(f) of the Original Schedule 13D is incorporated herein by reference. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information set forth in Item 3 of the Original Schedule 13D is incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Item 4 of the Original Schedule 13D is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See Items 7-11 of the cover pages of this Amendment No. 2. The information reported on such cover pages is reported as of June 6, 2025. | |
| (b) | See Items 7-11 of the cover pages of this Amendment No. 2. The information reported on such cover pages is reported as of June 6, 2025. | |
| (c) | On June 5, 2025, Vida III sold 594,558 shares of Common Stock at a weighted average price per share of $7.8838 for aggregate proceeds of $4,687,386.65. On June 5, 2025, Vida III-A sold 1,371 shares of Common Stock at a weighted average price per share of $7.8838 for aggregate proceeds of $10,805.25. On June 6, 2025, Vida III sold 1,574,371 shares of Common Stock at a weighted average price per share of $7.8755 for aggregate proceeds of $12,398,957.24. On June 6, 2025, Vida III-A sold 3,629 shares of Common Stock at a weighted average price per share of $7.8755 for aggregate proceeds of $28,581.76. | |
| (d) | The information set forth in Item 5(d) of the Original Schedule 13D is incorporated herein by reference. | |
| (e) | N/A | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 6 of the Original Schedule 13D is incorporated herein by reference. | ||
| 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.
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