SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Arvinas, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
04335A105
(CUSIP Number)
December 31, 2019
(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).
| CUSIP NO. 04335A105 | 13 G | Page 2 of 10 |
| 1 | NAMES OF REPORTING PERSONS Nextech V Oncology, S.C.S., SICAV-SIF | |
| 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 Luxembourg | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 1,694,351 |
| 6 | SHARED VOTING POWER 0 | |
| 7 |
SOLE DISPOSITIVE POWER 1,694,351 | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,694,351 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 4.3% (2) |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | PN |
| (1) | This Schedule 13G is filed by Nextech V Oncology, S.C.S., SICAV-SIF (“Nextech V LP”), Nextech V GP S.à r.l. (“Nextech V GP”), Dalia Bleyer (“Bleyer ”), James Pledger (“Pledger”) and Thomas Lips (“Lips” and together with Nextech V LP, Nextech V GP, Bleyer and Pledger, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | This percentage is based on 38,975,725 shares outstanding as of November 12, 2019, as reported in the Issuer’s final prospectus dated November 7, 2019 as filed with the Securities and Exchange Commission on November 12, 2019 (including the exercise in full of the underwriter’s option to purchase additional shares in such offering, as reported in the Issuer’s Current Report on Form 8-K, filed on November 12, 2019. |
| CUSIP NO. 04335A105 | 13 G | Page 3 of 10 |
| 1 | NAMES OF REPORTING PERSONS Nextech V GP S.à r.l. | |
| 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 Luxembourg | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 1,694,351 |
| 6 | SHARED VOTING POWER 0 | |
| 7 |
SOLE DISPOSITIVE POWER 1,694,351 | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,694,351 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 4.3% (2) |
| 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) | This percentage is based on 38,975,725 shares outstanding as of November 12, 2019, as reported in the Issuer’s final prospectus dated November 7, 2019 as filed with the Securities and Exchange Commission on November 12, 2019 (including the exercise in full of the underwriter’s option to purchase additional shares in such offering, as reported in the Issuer’s Current Report on Form 8-K, filed on November 12, 2019. |
| CUSIP NO. 04335A105 | 13 G | Page 4 of 10 |
| 1 | NAMES
OF REPORTING PERSONS Dalia Bleyer | |
| 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 Lithuania | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 1,694,351 | |
| 7 |
SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 1,694,351 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,694,351 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 4.3% (2) |
| 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) | This percentage is based on 38,975,725 shares outstanding as of November 12, 2019, as reported in the Issuer’s final prospectus dated November 7, 2019 as filed with the Securities and Exchange Commission on November 12, 2019 (including the exercise in full of the underwriter’s option to purchase additional shares in such offering, as reported in the Issuer’s Current Report on Form 8-K, filed on November 12, 2019. |
| CUSIP NO. 04335A105 | 13 G | Page 5 of 10 |
| 1 | NAMES OF REPORTING PERSONS James Pledger | |
| 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 Kingdom | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 1,694,351 | |
| 7 |
SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 1,694,351 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,694,351 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 4.3% (2) |
| 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) | This percentage is based on 38,975,725 shares outstanding as of November 12, 2019, as reported in the Issuer’s final prospectus dated November 7, 2019 as filed with the Securities and Exchange Commission on November 12, 2019 (including the exercise in full of the underwriter’s option to purchase additional shares in such offering, as reported in the Issuer’s Current Report on Form 8-K, filed on November 12, 2019. |
| CUSIP NO. 04335A105 | 13 G | Page 6 of 10 |
| 1 | NAMES OF REPORTING PERSONS Thomas Lips | |
| 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 Switzerland | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 1,694,351 | |
| 7 |
SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 1,694,351 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,694,351 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 4.3% (2) |
| 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) | This percentage is based on 38,975,725 shares outstanding as of November 12, 2019, as reported in the Issuer’s final prospectus dated November 7, 2019 as filed with the Securities and Exchange Commission on November 12, 2019 (including the exercise in full of the underwriter’s option to purchase additional shares in such offering, as reported in the Issuer’s Current Report on Form 8-K, filed on November 12, 2019. |
| CUSIP NO. 04335A105 | 13 G | Page 7 of 10 |
Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock (“Common Stock”) of Arvinas, Inc. (the “Issuer”).
| Item 1(a) | Name of Issuer: |
| Arvinas, Inc. | |
| Item 1(b) | Address of Issuer’s principal executive offices: |
| 5 Science Park 395 Winchester Avenue New Haven, Connecticut 06511 | |
| Items 2(a) | Name of Reporting Persons filing: |
Nextech V Oncology, S.C.S., SICAV-SIF (“Nextech V LP”)
Nextech V GP S.à r.l. (“Nextech V GP”)
Dalia Bleyer (“Bleyer ”)
James Pledger (“Pledger”)
Thomas Lips (“Lips”)
| Item 2(b) | Address or principal business office or, if none, residence: |
| The address of the principal business office: | 8 rue Lou Hemmer L-1748 Senningerberg Grand-Duché de Luxembourg |
| Item 2(c) | Citizenship: |
| Name | Citizenship or Place of Organization |
| Nextech V LP | Luxembourg |
| Nextech V GP | Luxembourg |
| Bleyer | Lithuania |
| Pledger | United Kingdom |
| Lips | Switzerland |
| Item 2(d) | Title
of class of securities: Common Stock, $0.001 par value per share |
| Item 2(e) | CUSIP
No.: 04335A105 |
| Item 3 | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filings is a: |
| Not applicable. |
| Item 4 | Ownership |
| The following information with respect to the ownership of Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2019. |
| CUSIP NO. 04335A105 | 13 G | Page 8 of 10 |
| Reporting Persons | Shares
of Common Stock Held Directly |
Sole Voting Power |
Shared Voting Power (1) |
Sole Dispositive Power |
Shared Dispositive Power (1) |
Beneficial Ownership |
Percentage
of Class (1)(3) |
| Nextech V LP | 1,694,351 | 1,694,351 | 0 | 1,694,351 | 0 | 1,694,351 | 4.3% |
| Nextech V GP (2) | 0 | 1,694,351 | 0 | 1,694,351 | 0 | 1,694,351 | 4.3% |
| Bleyer (2) | 0 | 0 | 1,694,351 | 0 | 1,694,351 | 1,694,351 | 4.3% |
| Pledger (2) | 0 | 0 | 1,694,351 | 0 | 1,694,351 | 1,694,351 | 4.3% |
| Lips (2) | 0 | 0 | 1,694,351 | 0 | 1,694,351 | 1,694,351 | 4.3% |
| (1) | Consists of 1,694,351 shares of Common Stock of the Issuer held directly by Nextech V LP. | |
| (2) | The shares are held by Nextech V LP. Nextech V GP serves as the sole general partner of Nextech V LP and has sole voting and investment control over the shares owned by Nextech V LP and may be deemed to own beneficially the shares held by Nextech V LP. Nextech V GP owns no securities of the Issuer directly. Bleyer , Pledger and Lips are members of the board of managers of Nextech V GP and share voting and dispositive power over the shares held by Nextech V LP, and may be deemed to own beneficially the shares held by Nextech V LP. The managing members own no securities of the Issuer directly. | |
| (3) | The 1,694,351 shares of Common Stock beneficially owned by the Reporting Person represent 4.3% of the Issuer’s outstanding Common Stock. This percentage is based on 38,975,725 shares outstanding as of November 12, 2019, as reported in the Issuer’s final prospectus dated November 7, 2019 as filed with the Securities and Exchange Commission on November 12, 2019 (including the exercise in full of the underwriter’s option to purchase additional shares in such offering, as reported in the Issuer’s Current Report on Form 8-K, filed on November 12, 2019. |
| 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. |
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person |
If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨ |
| 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 | Certifications |
Not applicable. |
| CUSIP NO. 04335A105 | 13 G | Page 9 of 10 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the attached statement on Schedule 13G is true, complete and correct.
Dated: February 13, 2020
Nextech V Oncology, S.C.S., SICAV-SIF
| By: | Nextech V GP S.à r.l. |
| Its: | General Partner |
| By: | /s/ Dalia Bleyer | |
| Dalia Bleyer , Managing Member | ||
| By: | /s/ James Pledger | |
| James Pledger, Managing Member |
| Nextech V GP S.à r.l. | ||
| By: | /s/ Dalia Bleyer | |
| Dalia Bleyer , Managing Member | ||
| By: | /s/ James Pledger | |
| James Pledger, Managing Member | ||
| /s/ Dalia Bleyer | |
| Dalia Bleyer | |
| /s/ James Pledger | |
| James Pledger | |
| /s/ Thomas Lips | |
| Thomas Lips |
| CUSIP NO. 04335A105 | 13 G | Page 10 of 10 |
Exhibit(s):
| Exhibit 99.1: | Joint Filing Statement |
Exhibit 99.1
JOINT FILING STATEMENT
We, the undersigned, hereby express our agreement that the attached statement on Schedule 13G relating to the Common Stock of Arvinas, Inc. is filed on behalf of each of us.
Dated: February 13, 2020
Nextech V Oncology, S.C.S., SICAV-SIF
| By: | Nextech V GP S.à r.l. |
| Its: | General Partner |
| By: | /s/ Dalia Bleyer | |
| Dalia Bleyer , Managing Member | ||
| By: | /s/ James Pledger | |
| James Pledger, Managing Member |
| Nextech V GP S.à r.l. | ||
| By: | /s/ Dalia Bleyer | |
| Dalia Bleyer , Managing Member | ||
| By: | /s/ James Pledger | |
| James Pledger, Managing Member | ||
| /s/ Dalia Bleyer | |
| Dalia Bleyer | |
| /s/ James Pledger | |
| James Pledger | |
| /s/ Thomas Lips | |
| Thomas Lips |