UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
HilleVax, Inc.
(Name of Issuer)
Common stock, $0.0001 par value per share
(Title of Class of Securities)
43157M102
(CUSIP Number)
May 3, 2022
(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. 43157M102 |
| 1. | Names of Reporting Persons Lightspeed Venture Partners Select IV, 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 Cayman Islands | ||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 |
| 6. | Shared Voting Power 1,903,871 shares | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 1,903,871 shares | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,903,871 shares | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent
of Class Represented by Amount in Row (9) 5.7% (2) | |
| 12. | Type of Reporting Person (See Instructions) PN |
| (1) | This Schedule 13G is filed by Lightspeed Venture Partners Select IV, L.P., a Cayman Islands exempted limited partnership (“Lightspeed IV”), Lightspeed General Partner Select IV, L.P., a Cayman Islands exempted limited partnership (“LGP IV”), Lightspeed Ultimate General Partner Select IV, L.L.C., a Cayman Islands limited liability company (“LUGP IV”), Arif Janmohamed (“Janmohamed”) and Ravi Mhatre (“Mhatre” and, with Lightspeed IV, LGP IV, LUGP IV and Janmohamed collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | This calculation is based on 33,427,209 shares of Common Stock outstanding as of May 3, 2022 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus dated April 28, 2022 (the “Final Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended (the “Securities Act”). |
2
| CUSIP No. 43157M102 |
| 1. | Names of Reporting Persons Lightspeed General Partner Select IV, 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 Cayman Islands | ||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 |
| 6. | Shared Voting Power 1,903,871 shares | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 1,903,871 shares | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,903,871 shares | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent
of Class Represented by Amount in Row (9) 5.7% (2) | |
| 12. | Type of Reporting Person (See Instructions) PN |
| (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 calculation is based on 33,427,209 shares of Common Stock outstanding as of May 3, 2022 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s Final Prospectus filed with the SEC pursuant to Rule 424(b)(4) of the Securities Act. |
3
| CUSIP No. 43157M102 |
| 1. | Names of Reporting Persons Lightspeed Ultimate General Partner Select IV, L.L.C. | ||
| 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 Cayman Islands | ||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 |
| 6. | Shared Voting Power 1,903,871 shares | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 1,903,871 shares | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,903,871 shares | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent
of Class Represented by Amount in Row (9) 5.7% (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 calculation is based on 33,427,209 shares of Common Stock outstanding as of May 3, 2022 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s Final Prospectus filed with the SEC pursuant to Rule 424(b)(4) of the Securities Act. |
4
| CUSIP No. 43157M102 |
| 1. | Names of Reporting Persons Arif Janmohamed | ||
| 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 1,903,871 shares | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 1,903,871 shares | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,903,871 shares | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent
of Class Represented by Amount in Row (9) 5.7% (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 calculation is based on 33,427,209 shares of Common Stock outstanding as of May 3, 2022 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s Final Prospectus filed with the SEC pursuant to Rule 424(b)(4) of the Securities Act. |
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| CUSIP No. 43157M102 |
| 1. | Names of Reporting Persons Ravi Mhatre | ||
| 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 9,561 shares |
| 6. | Shared Voting Power 1,903,871 shares | |
| 7. | Sole Dispositive Power 9,561 shares | |
| 8. | Shared Dispositive Power 1,903,871 shares | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,913,432 shares | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent
of Class Represented by Amount in Row (9) 5.7% (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 calculation is based on 33,427,209 shares of Common Stock outstanding as of May 3, 2022 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s Final Prospectus filed with the SEC pursuant to Rule 424(b)(4) of the Securities Act. |
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| Item 1. |
| (a) | Name of Issuer | |
| HilleVax, Inc. | ||
| (b) | Address of Issuer’s Principal Executive Offices | |
| 75 State Street | ||
| Suite 100 - #9995 | ||
| Boston, Massachusetts 02109 |
| Item 2. | ||
| (a) | Name of Person Filing | |
| Lightspeed Venture Partners Select IV, L.P. (“Lightspeed IV”) | ||
| Lightspeed General Partner Select IV, L.P. (“LGP IV”) | ||
| Lightspeed Ultimate General Partner Select IV, L.L.C. (“LUGP IV”) | ||
| Arif Janmohamed (“Janmohamed”) | ||
| Ravi Mhatre (“Mhatre”) | ||
| (b) | Address of Principal Business Office or, if none, Residence | |
| c/o Lightspeed Venture Partners | ||
| 2200 Sand Hill Road | ||
| Menlo Park, CA 94025 | ||
| (c) | Citizenship | ||||
| Entities: | Lightspeed IV | - | Cayman Islands | ||
| LGP IV | - | Cayman Islands | |||
| LUGP IV | - | Cayman Islands | |||
| Individuals: | Janmohamed | - | United States of America | ||
| Mhatre | - | United States of America | |||
| (d) | Title of Class of Securities | |
| Common Stock, $0.0001 par value (“Common Stock”) | ||
| (e) | CUSIP Number | |
| 43157M102 |
| 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 | ||
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| Item 4. | Ownership |
The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of May 13, 2022:
| Reporting Persons | Shares Held Directly | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Beneficial Ownership | Percentage of Class (3) | |||||||||||||||||||||
| Lightspeed IV (1) | 1,903,871 | 1,903,871 | 1,903,871 | 1,903,871 | 5.7 | % | ||||||||||||||||||||||
| LGP IV (1) | 1,903,871 | 1,903,871 | 1,903,871 | 5.7 | % | |||||||||||||||||||||||
| LUGP IV (1) | 1,903,871 | 1,903,871 | 1,903,871 | 5.7 | % | |||||||||||||||||||||||
| Janmohamed (1) | 1,903,871 | 1,903,871 | 1,903,871 | 5.7 | % | |||||||||||||||||||||||
| Mhatre (1) (2) | 9,561 | 1,903,871 | 9,561 | 1,903,871 | 1,913,432 | 5.7 | % | |||||||||||||||||||||
| (1) | Includes 1,903,871 shares of Common Stock held by Lightspeed IV which may be deemed to be beneficially owned by LGP IV, LUGP IV and Janmohamed and Mhatre because (i) LGP IV is the general partner of Lightspeed IV, (ii) LUGP IV is the general partner of LGP IV and (iii) Janmohamed and Mhatre serve as managers of LUGP IV. Each of the Reporting Persons (other than Lightspeed IV) and each of their affiliated entities and the officers, directors, partners, members and managers thereof, disclaims beneficial ownership of the securities held directly by Lightspeed IV. | |
| (2) | Includes 9,561 shares of Common Stock held by Mhatre who exercises sole voting and dispositive power over such shares. | |
| (3) | This calculation is based on 33,427,209 shares of Common Stock outstanding as of May 3, 2022 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s Final Prospectus filed with the SEC pursuant to Rule 424(b)(4) of the Securities Act. |
| 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. | |
8
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: May 13, 2022
| Lightspeed Venture Partners Select IV, L.P. |
| By: | Lightspeed General Partner Select IV, L.P. | |
| its | General Partner |
| By: | Lightspeed Ultimate General Partner Select IV, L.L.C. | |
| its | General Partner |
| By: | /s/ Ravi Mhatre | |
| Name: Ravi Mhatre | ||
| Title: Duly Authorized Signatory |
Lightspeed General Partner Select IV, L.P.
| By: | Lightspeed Ultimate General Partner Select IV, L.L.C. | |
| its | General Partner |
| By: | /s/ Ravi Mhatre | |
| Name: Ravi Mhatre | ||
| Title: Duly Authorized Signatory |
Lightspeed Ultimate General Partner Select IV, L.L.C.
| By: | /s/ Ravi Mhatre | |
| Name: Ravi Mhatre | ||
| Title: Duly Authorized Signatory |
| /s/ Arif Janmohamed | |
| Arif Janmohamed | |
| /s/ Ravi Mhatre | |
| Ravi Mhatre |
| ATTENTION |
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
9
Exhibit(s):
| A | Joint Filing Agreement |
10
JOINT FILING AGREEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of HilleVax, Inc. is filed on behalf of each of us.
Dated: May 13, 2022
| Lightspeed Venture Partners Select IV, L.P. |
| By: | Lightspeed General Partner Select IV, L.P. | |
| its | General Partner |
| By: | Lightspeed Ultimate General Partner Select IV, L.L.C. | |
| its | General Partner |
| By: | /s/ Ravi Mhatre | |
| Name: Ravi Mhatre | ||
| Title: Duly Authorized Signatory |
Lightspeed General Partner Select IV, L.P.
| By: | Lightspeed Ultimate General Partner Select IV, L.L.C. | |
| its | General Partner |
| By: | /s/ Ravi Mhatre | |
| Name: Ravi Mhatre | ||
| Title: Duly Authorized Signatory |
Lightspeed Ultimate General Partner Select IV, L.L.C.
| By: | /s/ Ravi Mhatre | |
| Name: Ravi Mhatre | ||
| Title: Duly Authorized Signatory |
| /s/ Arif Janmohamed | |
| Arif Janmohamed | |
| /s/ Ravi Mhatre | |
| Ravi Mhatre |