Sec Form 13G Filing - Qiming U.S. Healthcare GP II LLC filing for Elevation Oncology Inc. (ELEV) - 2024-01-09

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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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

     

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Elevation Oncology, Inc.

(Name of Issuer)

 

Common stock, $0.0001 par value per share

(Title of Class of Securities)

 

28623U101

(CUSIP Number)

 

January 5, 2024

(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

0

 
7.

Sole Dispositive Power

0

 
8.

Shared Dispositive Power

0

 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11.

Percent of Class Represented by Amount in Row (9)

0.0%

 
  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

 

  

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

0

 
7.

Sole Dispositive Power

0

 
8.

Shared Dispositive Power

0

 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11.

Percent of Class Represented by Amount in Row (9)

0.0%

 
  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.

 

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

0

 
7.

Sole Dispositive Power

0

 
8.

Shared Dispositive Power

0

 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
 
  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)

0.0%

 
  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.

 

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

0

 
7.

Sole Dispositive Power

0

 
8.

Shared Dispositive Power

0

 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
 
  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)

0.0%

 
  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.

 

5

 

  

Item 1.
  (a)

Name of Issuer

 

Elevation Oncology, Inc.

  (b)

Address of Issuer’s Principal Executive Offices

 

101 Federal Street, Suite 1900

Boston, MA 02110

 
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
                               Rieschel   -         United States

  (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

Qiming 0 0 0 0 0 0 0.0%
Qiming GP 0 0 0 0 0 0 0.0%
McDade 0 0 0 0 0 0 0.0%
Rieschel 0 0 0 0 0 0 0.0%

  

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   x.

   

6

 

 

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: January 9, 2024

 

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: January 9, 2024

 

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