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.
- Peter Lynch
What is insider trading>>
| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Elevation Oncology, Inc.
(Name of Issuer)
Common stock, $0.0001 par value per share
(Title of Class of Securities)
28623U101
(CUSIP Number)
June 29, 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) |
| x | Rule 13d-1(c) |
| ¨ | 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 the disclosures provided in a prior cover page.
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).
| CUSIP No. 28623U101 | ||||||
| 1. |
Names of Reporting Persons Qiming U.S. Healthcare Fund II, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
| (a) | ¨ | |||||
| (b) | x (1) | |||||
| 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 0 | ||||
| 6. |
Shared Voting Power 2,370,142 shares (2) | |||||
| 7. |
Sole Dispositive Power 0 | |||||
| 8. |
Shared Dispositive Power 2,370,142 shares (2) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,370,142 shares (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
| 11. |
Percent of Class Represented by Amount in Row (9) 10.2% (3) | |||||
| 12. |
Type of Reporting Person (See Instructions) PN | |||||
| (1) | This Schedule 13G is filed by Qiming U.S. Healthcare Fund II, L.P. (“Qiming”), Qiming U.S. Healthcare GP II, LLC (“Qiming GP”), Mark McDade (“McDade”) and Gary Rieschel (“Rieschel” and together with Qiming, Qiming GP and McDade, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Shares are held by Qiming. Qiming GP is the sole general partner of Qiming. McDade and Rieschel are the managing partners of Qiming GP. Qiming GP, Rieschel and McDade share voting and investment authority over the shares held by Qiming. |
| (3) | This calculation is based on 23,225,637 shares of Common Stock outstanding as of November 9, 2021, as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2021 filed on November 12, 2021 with the Securities and Exchange Commission (the “SEC”). |
2
| CUSIP No. 28623U101 | |||||
| 1. |
Names of Reporting Persons Qiming U.S. Healthcare GP II, LLC | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (1) | ||||
| 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 0 | |||
| 6. |
Shared Voting Power 2,370,142 shares (2) | ||||
| 7. |
Sole Dispositive Power 0 | ||||
| 8. |
Shared Dispositive Power 2,370,142 shares (2) | ||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 2,370,142 shares (2) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| 11. |
Percent of Class Represented by Amount in Row (9) 10.2% (3) | ||||
| 12. |
Type of Reporting Person (See Instructions) OO | ||||
| (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) | Shares are held by Qiming. Qiming GP is the sole general partner of Qiming. McDade and Rieschel are the managing partners of Qiming GP. Qiming GP, Rieschel and McDade share voting and investment authority over the shares held by Qiming. |
| (3) | This calculation is based on 23,225,637 shares of Common Stock outstanding as of November 9, 2021, as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2021 filed on November 12, 2021 with the SEC. |
3
| CUSIP No. 28623U101 | |||||
| 1. |
Names of Reporting Persons Mark McDade | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (1) | ||||
| 3. | SEC Use Only | ||||
| 4. |
Citizenship or Place of Organization United States of America | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 0 | |||
| 6. |
Shared Voting Power 2,370,142 shares (2) | ||||
| 7. |
Sole Dispositive Power 0 | ||||
| 8. |
Shared Dispositive Power 2,370,142 shares (2) | ||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 2,370,142 shares (2) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||
| 11. |
Percent of Class Represented by Amount in Row (9) 10.2% (3) | ||||
| 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) | Shares are held by Qiming. Qiming GP is the sole general partner of Qiming. McDade and Rieschel are the managing partners of Qiming GP. Qiming GP, Rieschel and McDade share voting and investment authority over the shares held by Qiming. |
| (3) | This calculation is based on 23,225,637 shares of Common Stock outstanding as of November 9, 2021, as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2021 filed on November 12, 2021 with the SEC. |
4
| CUSIP No. 28623U101 | |||||
| 1. |
Names of Reporting Persons Gary Rieschel | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (1) | ||||
| 3. | SEC Use Only | ||||
| 4. |
Citizenship or Place of Organization United States of America | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 0 | |||
| 6. |
Shared Voting Power 2,370,142 shares (2) | ||||
| 7. |
Sole Dispositive Power 0 | ||||
| 8. |
Shared Dispositive Power 2,370,142 shares (2) | ||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 2,370,142 shares (2) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||
| 11. |
Percent of Class Represented by Amount in Row (9) 10.2% (3) | ||||
| 12. |
Type of Reporting Person (See Instructions) IN | ||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly discla im status as a “group” for purposes of this Schedule 13G. |
| (2) | Shares are held by Qiming. Qiming GP is the sole general partner of Qiming. McDade and Rieschel are the managing partners of Qiming GP. Qiming GP, Rieschel and McDade share voting and investment authority over the shares held by Qiming. |
| (3) | This calculation is based on 23,225,637 shares of Common Stock outstanding as of November 9, 2021, as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2021 filed on November 12, 2021 with the SEC. |
5
| Item 1. | ||
| (a) |
Name of Issuer Elevation Oncology, Inc. | |
| (b) |
Address of Issuer’s Principal Executive Offices 888 Seventh Ave, 12th Floor New York, NY 10106 | |
| Item 2. | ||
| (a) |
Name of Person Filing Qiming U.S. Healthcare Fund II, L.P. (“Qiming”) Qiming U.S. Healthcare GP II, LLC (“Qiming GP”) Mark McDade (“McDade”) Gary Rieschel (“Rieschel”) | |
| (b) |
Address of Principal Business Office or, if none, Residence 11100 NE 8th Street, Suite 200 Bellevue, WA 98004 | |
| (c) | Citizenship | ||||
| Entities: | Qiming | - | Delaware | ||
| Qiming GP | - | Delaware | |||
| Individuals: | McDade | - | United States of America | ||
| Rieschel | - | United States of America | |||
| (d) |
Title of Class of Securities Common Stock, $0.0001 par value (“Common Stock”) | |
| (e) |
CUSIP Number 28623U101 | |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| Not applicable | ||
| Item 4. | Ownership | |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| Reporting Persons | Shares Held Directly | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Beneficial Ownership | Percentage of Class (2) | |||||||||||||||||||||
| Qiming (1) | 2,370,142 | 0 | 2,370,142 | 0 | 2,370,142 | 2,370,142 | 10.2 | % | ||||||||||||||||||||
| Qiming GP (1) | 0 | 0 | 2,370,142 | 0 | 2,370,142 | 2,370,142 | 10.2 | % | ||||||||||||||||||||
| McDade (1) | 0 | 0 | 2,370,142 | 0 | 2,370,142 | 2,370,142 | 10.2 | % | ||||||||||||||||||||
| Rieschel (1) | 0 | 0 | 2,370,142 | 0 | 2,370,142 | 2,370,142 | 10.2 | % | ||||||||||||||||||||
| (1) | Shares are held by Qiming. Qiming GP is the sole general partner of Qiming. McDade and Rieschel are the managing partners of Qiming GP. Qiming GP, Rieschel and McDade share voting and investment authority over the shares held by Qiming. |
| (2) | This calculation is based on 23,225,637 shares of Common Stock outstanding as of November 9, 2021, as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2021 filed on November 12, 2021 with the SEC. |
6
| Item 5. | 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 ¨. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not applicable | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| Not applicable | |
| Item 8. | Identification and Classification of Members of the Group |
| Not applicable | |
| Item 9. | Notice of Dissolution of Group |
| Not applicable | |
| Item 10. | Certification |
| 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 such purpose or effect. | |
7
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.
Dated: February 8, 2022
| Qiming U.S. Healthcare Fund II, L.P. | ||
| By: | Qiming U.S. Healthcare GP II, LLC | |
| its | General Partner | |
| By: | /s/ Mark McDade | |
| Name: Mark McDade | ||
| Title: Managing Member | ||
| Qiming U.S. Healthcare GP II, LLC | ||
| By: | /s/ Mark McDade | |
| Name: Mark McDade | ||
| Title: Managing Member | ||
| /s/ Mark McDade | ||
| Mark McDade | ||
| /s/ Gary Rieschel | ||
| Gary Rieschel | ||
| ATTENTION | ||
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||
8
Exhibit(s):
A - Joint Filing Statement
9
EXHIBIT A
JOINT FILING STATEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Elevation Oncology, Inc. is filed on behalf of each of us.
Dated: February 8, 2022
| Qiming U.S. Healthcare Fund II, L.P. | ||
| By: | Qiming U.S. Healthcare GP II, LLC | |
| its | General Partner | |
| By: | /s/ Mark McDade | |
| Name: Mark McDade | ||
| Title: Managing Member | ||
| Qiming U.S. Healthcare GP II, LLC | ||
| By: | /s/ Mark McDade | |
| Name: Mark McDade | ||
| Title: Managing Member | ||
| /s/ Mark McDade | ||
| Mark McDade | ||
| /s/ Gary Rieschel | ||
| Gary Rieschel | ||