Amended Statement of Ownership (sc 13g/a)
February 16 2022 - 4:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
ATEA
PHARMACEUTICALS, INC.
(Name of Issuer)
Common
Stock, $0.001 par value per share
(Title of Class of Securities)
04683R106
(CUSIP Number)
December
31, 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) |
|
|
¨ |
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 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. 04683R106
1. |
Names of Reporting Persons
Morningside Venture Investments Ltd |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
x |
|
(b) |
¨ |
|
3. |
SEC Use Only |
|
4. |
Citizenship or Place of Organization
British Virgin Islands |
|
|
|
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% |
|
12. |
Type of Reporting Person (See Instructions)
CO |
CUSIP No. 04683R106
1. |
Names of Reporting Persons
Frances Anne Elizabeth Richard |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
x |
|
(b) |
o |
|
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
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% |
|
12. |
Type of Reporting Person (See Instructions)
IN |
CUSIP No. 04683R106
1. |
Names of Reporting Persons
Cheung Ka Ho |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
x |
|
(b) |
o |
|
3. |
SEC Use Only |
|
4. |
Citizenship or Place of Organization
Hong Kong |
|
|
|
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% |
|
12. |
Type of Reporting Person (See Instructions)
IN |
CUSIP No. 04683R106
1. |
Names of Reporting Persons
Jill Marie Franklin |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
x |
|
(b) |
o |
|
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
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% |
|
12. |
Type of Reporting Person (See Instructions)
IN |
CUSIP No. 04683R106
1. |
Names of Reporting Persons
Peter Stuart Allenby Edwards |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
x |
|
(b) |
o |
|
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
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% |
|
12. |
Type of Reporting Person (See Instructions)
IN |
CUSIP No. 04683R106
Item 1. |
|
(a) |
Name of Issuer
Atea Pharmaceuticals, Inc. |
|
(b) |
Address of Issuer’s Principal Executive Offices
125 Summer Street
Boston, MA 02110 |
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Item 2. |
|
(a) |
Name of Person Filing
Morningside Venture Investments Ltd
Frances Anne Elizabeth Richard
Cheung Ka Ho
Jill Marie Franklin
Peter Stuart Allenby Edwards |
|
(b) |
Address of Principal Business Office or, if none, Residence
c/o THC Management Services S.A.M.
2nd Floor, Le Prince De Galles
3-5 Avenue Des Citronniers
MC 98000, Monaco
With copies to:
Rosemary G. Reilly
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109 |
|
(c) |
Citizenship
Morningside Venture Investments Ltd – British Virgin Islands
Frances Anne Elizabeth Richard – United Kingdom
Cheung Ka Ho – Hong Kong
Jill Marie Franklin – United Kingdom
Peter Stuart Allenby Edwards – United Kingdom |
|
(d) |
Title of Class of Securities
Common Stock, $0.001 par value per share (“Common Stock”) |
|
(e) |
CUSIP Number
04683R106 |
|
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: |
|
(a) |
¨ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
|
(b) |
¨ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
(c) |
¨ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
(d) |
¨ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
CUSIP No. 04683R106
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(e) |
¨ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
¨ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
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(g) |
¨ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
¨ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
¨ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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|
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(j) |
¨ |
Group, in accordance with §240.13d–1(b)(1)(ii)(J). |
The information as of the date of the event which requires filing of this statement required by items 4(a)-(c)
is set forth in rows 5-11 of the cover page for each Reporting Person hereto and is incorporated by reference for each such
Reporting Person.
CUSIP No. 04683R106
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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 |
|
|
Not applicable. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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|
Not applicable. |
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Item 8. |
Identification and Classification of Members of the Group |
|
|
See attached for identification of Members of the Group. |
|
Item 9. |
Notice of Dissolution of Group |
|
|
Not applicable. |
CUSIP No. 04683R106
Item 10. |
Certification |
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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 that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
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. We also hereby agree to
file this statement jointly pursuant to the Agreement listed on Exhibit 99.1 hereto.
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Dated: February 15, 2022 |
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MORNINGSIDE VENTURE INVESTMENTS LTD |
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By: |
/s/ Frances Anne Elizabeth Richard |
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Frances Anne Elizabeth Richard, Director |
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/s/ Frances Anne Elizabeth Richard |
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Frances Anne Elizabeth Richard |
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/s/ Cheung Ka Ho |
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Cheung Ka Ho |
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/s/ Jill Marie Franklin |
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Jill Marie Franklin |
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/s/ Peter Stuart Allenby Edwards |
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Peter Stuart Allenby Edwards |
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