Amended Statement of Ownership (sc 13g/a)
February 12 2019 - 5:33PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 2)*
aTyr
Pharma, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per
share
(Title of Class of Securities)
002120103
(CUSIP Number)
December 31, 2018
(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)
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CUSIP No. 002120103
|
13G
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Page 2 of 12 Pages
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1
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NAMES OF REPORTING PERSON
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Alta Partners VIII, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
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|
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(b)
x
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3
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SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING
POWER
|
1,590,920 (a)
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6
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SHARED VOTING POWER
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-0-
|
|
7
|
SOLE DISPOSITIVE POWER
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1,590,920 (a)
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8
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SHARED DISPOSITIVE POWER
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-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,590,920 (a)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.3% (b)
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12
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TYPE OF REPORTING PERSON
PN
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(a)
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Alta Partners VIII, L.P. (“AP VIII”) has sole
voting and dispositive control over 1,590,920 shares of common stock (“Common Stock”) of ATyr Pharma, Inc. (the “Issuer”),
except that Alta Partners Management VIII, LLC (“APM VIII”), the general partner of AP VIII, and Farah Champsi (“Champsi”),
Daniel Janney (“Janney”) and Guy Nohra (“Nohra”), managing directors of AP VIII, may be deemed to share
dispositive and voting power over such stock. Additional information about AP VIII is set forth in Attachment A hereto.
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(b)
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The percentage set forth in row (11) is based on the 30,023,543
outstanding shares of Common Stock as of November 8, 2018 as reported in the Issuer’s 10-Q for the quarter ended September
30, 2018 as filed with the Securities and Exchange Commission on November 14, 2018.
The
information with respect to the shares of Common Stock beneficially owned by the Reporting Persons is provided as of December
31, 2018.
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CUSIP No. 002120103
|
13G
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Page 3 of 12 Pages
|
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1
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NAMES OF REPORTING PERSON
|
|
Alta Partners Management VIII, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
|
|
|
(b)
x
|
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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
|
1,590,920 (c)
|
|
7
|
SOLE DISPOSITIVE POWER
|
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
|
1,590,920 (c)
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,590,920 (c)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
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|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.3% (b)
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12
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TYPE OF REPORTING PERSON
OO
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(c)
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APM VIII is the general partner of AP VIII and shares voting and dispositive power over the shares of Common Stock held by AP VIII.
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CUSIP No. 002120103
|
13G
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Page 4 of 12 Pages
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1
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NAMES OF REPORTING PERSON
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Farah Champsi
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
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|
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(b)
x
|
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3
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SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
U.S.A.
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
|
-0-
|
|
6
|
SHARED
VOTING POWER
|
1,590,920(d)
|
|
7
|
SOLE DISPOSITIVE POWER
|
-0-
|
|
8
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SHARED DISPOSITIVE POWER
|
1,590,920 (d)
|
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9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
1,590,920 (d)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
|
|
|
|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.3% (b)
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12
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TYPE OF REPORTING PERSON
IN
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|
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(d)
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Champsi is a managing director of APM VIII and may be deemed to share voting and dispositive control over the 1,590,920 shares of Common Stock held by AP VIII.
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CUSIP No. 002120103
|
13G
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Page 5 of 12 Pages
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1
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NAMES OF REPORTING PERSON
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Daniel Janney
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
|
|
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(b)
x
|
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3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
U.S.A.
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
|
-0-
|
|
6
|
SHARED VOTING POWER
|
1,590,920 (e)
|
|
7
|
SOLE DISPOSITIVE POWER
|
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
|
1,590,920 (e)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
1,590,920 (e)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.3% (b)
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|
12
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TYPE OF REPORTING PERSON
IN
|
|
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(e)
|
Janney is a managing director of APM VIII and may be deemed to share voting and dispositive control over the 1,590,920 shares of Common Stock held by AP VIII.
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CUSIP No. 002120103
|
13G
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Page 6 of 12 Pages
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1
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NAMES OF REPORTING PERSON
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Guy Nohra
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
|
|
|
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
U.S.A.
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING
POWER
|
-0-
|
|
6
|
SHARED VOTING POWER
|
1,590,920 (f)
|
|
7
|
SOLE DISPOSITIVE POWER
|
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
|
1,590,920 (f)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
1,590,920 (f)
|
|
|
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.3% (b)
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12
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TYPE OF REPORTING PERSON
IN
|
|
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(f)
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Nohra is a managing director of APM VIII and may be deemed to share voting and dispositive control
over the 1,590,920 shares of Common Stock held by AP VIII.
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CUSIP No. 002120103
|
13G
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Page 7 of 12 Pages
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Item 1.
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(a)
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Name of Issuer:
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aTyr Pharma, Inc. (“Issuer”)
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(b)
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Address of Issuer’s Principal Executive Offices:
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3545 John Hopkins Court, Suite 250
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San Diego, CA 92121
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Item 2.
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(a)
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Name of Person Filing:
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Alta Partners VIII, L.P. (“APVIII”)
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Alta Partners Management VIII, LLC (“APMVIII”)
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Guy Nohra (“GN”)
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Daniel Janney (“DJ”)
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Farah Champsi (“FC”)
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(b)
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Address of Principal Business Office:
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One Embarcadero Center, Suite 3700
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San Francisco, CA 94111
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(c)
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Citizenship/Place of Organization:
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Entities:
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APVIII
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-
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Delaware
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APMVIII
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-
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Delaware
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Individuals:
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DJ
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-
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United States
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GN
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-
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United States
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FC
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-
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United States
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(d)
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Title of Class of Securities:
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Common Stock, $0.001 par value per share
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(e)
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CUSIP Number:
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002120103
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CUSIP No. 002120103
|
13G
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Page 8 of 12 Pages
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Item 4
.
Ownership.
The
following beneficial ownership information is provided as of December 31, 2018.
Please see Attachment A
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Fund Entities
|
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Shares
Held
Directly
|
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Sole
Voting
Power
|
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Shared
Voting
Power
|
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Sole
Dispositive
Power
|
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Shared
Dispositive
Power
|
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Beneficial
Ownership
|
|
|
Percentage
of Class
|
|
|
APVIII
|
|
|
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1,590,920
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0
|
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1,590,920
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|
0
|
|
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1,590,920
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1,590,920
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5.3
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%
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APMVIII
|
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0
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0
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1,590,920
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|
0
|
|
|
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1,590,920
|
|
|
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1,590,920
|
|
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5.3
|
%
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DJ
|
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|
|
0
|
|
|
|
0
|
|
|
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1,590,920
|
|
|
|
0
|
|
|
|
1,590,920
|
|
|
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1,590,920
|
|
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5.3
|
%
|
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GN
|
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|
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0
|
|
|
|
0
|
|
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1,590,920
|
|
|
|
0
|
|
|
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1,590,920
|
|
|
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1,590,920
|
|
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5.3
|
%
|
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FC
|
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0
|
|
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|
0
|
|
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1,590,920
|
|
|
|
0
|
|
|
|
1,590,920
|
|
|
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1,590,920
|
|
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5.3
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%
|
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Item 5.
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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 5 percent of the class of securities,
check the following
¨
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
|
Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
|
No reporting person is a member of a group as defined in Section
240.13d-1(b)(1)(ii)(J) of the Act.
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Item 9.
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Notice of Dissolution of Group
|
Not applicable.
Not applicable.
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CUSIP No. 002120103
|
13G
|
Page 9 of 12 Pages
|
EXHIBITS
A: Joint Filing Statement
|
CUSIP No. 002120103
|
13G
|
Page 10 of 12 Pages
|
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.
|
Date: February 12, 2019
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Alta Partners VIII, L.P.
|
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By: Alta Partners Management VIII, LLC
|
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By:
|
/s/ Daniel Janney
|
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Daniel Janney, Managing Director
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Alta Partners Management VIII, LLC
|
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By:
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/s/ Daniel Janney
|
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Daniel Janney, Managing Director
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/s/ Daniel Janney
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Daniel Janney
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/s/ Guy Nohra
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Guy Nohra
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/s/ Farah Champsi
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Farah Champsi
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CUSIP No. 002120103
|
13G
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Page 11 of 12 Pages
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EXHIBIT A
AGREEMENT OF JOINT FILING
We, the undersigned, hereby express our
agreement that the attached Schedule 13G is filed on behalf of us.
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Date: February 12, 2019
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Alta Partners VIII, L.P.
|
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By: Alta Partners Management VIII, LLC
|
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By:
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/s/ Daniel Janney
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Daniel Janney, Managing Director
|
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Alta Partners Management VIII, LLC
|
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By:
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/s/ Daniel Janney
|
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Daniel Janney, Managing Director
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/s/ Daniel Janney
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Daniel Janney
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/s/ Guy Nohra
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Guy Nohra
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/s/ Farah Champsi
|
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Farah Champsi
|
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CUSIP No. 002120103
|
13G
|
Page 12 of 12 Pages
|
Attachment A
Alta Partners VIII, L.P. beneficially owns 1,590,920 shares
of Common Stock and exercises sole voting and dispositive control over such shares, except to the extent set forth below.
Alta Partners Management VIII, LLC is the general partner of
Alta Partners VIII, L.P. and may be deemed to share the right to direct the voting and dispositive control over the shares held
by such fund.
Mr. Daniel Janney is a managing director of Alta Partners Management
VIII, LLC and may be deemed to share the right to direct the voting and dispositive control over the shares held by such fund.
Mr. Guy Nohra is a managing director of Alta Partners Management
VIII, LLC and may be deemed to share the right to direct the voting and dispositive control over the shares held by such fund.
Ms. Farah Champsi is a managing director of Alta Partners Management
VIII, LLC and may be deemed to share the right to direct the voting and dispositive control over the shares held by such fund.
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