Form SC 13G - Statement of acquisition of beneficial ownership by individuals
September 06 2023 - 4:54PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under the Securities
Exchange Act of 1934
(Amendment No.)*
2seventy
bio, Inc. |
(Name
of Issuer) |
Common
Stock, par value $0.0001 per share |
(Title
of Class of Securities) |
August
31, 2023 |
(Date
of Event Which Requires Filing of this Statement) |
Check the appropriate
box to designate the rule pursuant to which this Schedule is filed:
[X] Rule 13d-1(b)
[_] 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 (the “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).
1. |
NAME OF REPORTING PERSONS |
|
|
|
|
|
Kynam Global Healthcare Master Fund, LP |
|
|
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a) [_] |
|
|
(b) [X] |
|
|
|
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 |
|
|
|
|
|
5,142,111 |
|
|
|
|
7. |
SOLE DISPOSITIVE POWER |
|
|
|
|
|
0 |
|
|
|
|
8. |
SHARED DISPOSITIVE POWER |
|
|
|
|
|
5,142,111 |
|
|
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
|
|
|
|
5,142,111 |
|
|
|
|
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) |
|
|
|
|
|
10.1% |
|
|
|
|
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
|
|
PN |
|
1. |
NAME OF REPORTING PERSONS |
|
|
|
|
|
Kynam Fund GP, LLC |
|
|
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a) [_] |
|
|
(b) [X] |
|
|
|
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 |
|
|
|
|
|
5,142,111 |
|
|
|
|
7. |
SOLE DISPOSITIVE POWER |
|
|
|
|
|
0 |
|
|
|
|
8. |
SHARED DISPOSITIVE POWER |
|
|
|
|
|
5,142,111 |
|
|
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
|
|
|
|
5,142,111 |
|
|
|
|
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) |
|
|
|
|
|
10.1% |
|
|
|
|
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
|
|
OO |
|
1. |
NAME OF REPORTING PERSONS |
|
|
|
|
|
Kynam Capital Management GP, LLC |
|
|
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a) [_] |
|
|
(b) [X] |
|
|
|
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 |
|
|
|
|
|
5,953,825 |
|
|
|
|
7. |
SOLE DISPOSITIVE POWER |
|
|
|
|
|
0 |
|
|
|
|
8. |
SHARED DISPOSITIVE POWER |
|
|
|
|
|
5,953,825 |
|
|
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
|
|
|
|
5,953,825 |
|
|
|
|
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) |
|
|
|
|
|
11.7% |
|
|
|
|
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
|
|
OO |
|
1. |
NAME OF REPORTING PERSONS |
|
|
|
|
|
Yue Tang |
|
|
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a) [_] |
|
|
(b) [X] |
|
|
|
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 |
|
|
|
|
|
5,953,825 |
|
|
|
|
7. |
SOLE DISPOSITIVE POWER |
|
|
|
|
|
0 |
|
|
|
|
8. |
SHARED DISPOSITIVE POWER |
|
|
|
|
|
5,953,825 |
|
|
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
|
|
|
|
5,953,825 |
|
|
|
|
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) |
|
|
|
|
|
11.7% |
|
|
|
|
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
|
|
IN |
|
1. |
NAME OF REPORTING PERSONS |
|
|
|
|
|
Kynam Capital Management, LP |
|
|
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a) [_] |
|
|
(b) [X] |
|
|
|
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 |
|
|
|
|
|
5,953,825 |
|
|
|
|
7. |
SOLE DISPOSITIVE POWER |
|
|
|
|
|
0 |
|
|
|
|
8. |
SHARED DISPOSITIVE POWER |
|
|
|
|
|
5,953,825 |
|
|
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
|
|
|
|
5,953,825 |
|
|
|
|
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) |
|
|
|
|
|
11.7% |
|
|
|
|
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
|
|
IA |
|
Item 1. |
(a) |
Name of Issuer: |
|
|
|
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2seventy bio,
Inc. |
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|
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(b) |
Address of Issuer's Principal Executive Offices: |
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60 Binney Street
Cambridge, MA 02142
United States of America |
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Item 2. |
(a) |
Name of Person Filing: |
|
|
|
|
|
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Kynam Global Healthcare Master Fund,
LP
Kynam Fund GP, LLC
Kynam Capital Management GP, LLC
Yue Tang
Kynam Capital Management, LP |
|
|
|
|
|
|
(b) |
Address of Principal Business Office, or if None,
Residence: |
|
|
|
|
|
|
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Kynam Global Healthcare Master Fund,
LP
c/o Ogier Global (Cayman) Limited
89 Nexus Way, Camana Bay
Grand Cayman E9 KY1-9009
Cayman Islands
Kynam Fund GP, LLC
221 Elm Road
Princeton, NJ 08540
United States of America
Kynam Capital Management GP, LLC
221 Elm Road
Princeton, NJ 08540
United States of America
Yue Tang
c/o Kynam Capital Management, LP
221 Elm Road
Princeton, NJ 08540
United States of America
Kynam Capital Management, LP
221 Elm Road
Princeton, NJ 08540
United States of America |
|
|
(c) |
Citizenship: |
|
|
|
|
|
|
|
Kynam Global Healthcare Master Fund,
LP – Cayman Islands
Kynam Fund GP, LLC – Delaware
Kynam Capital Management GP, LLC –
Delaware
Yue Tang – United States of America
Kynam Capital Management, LP –
Delaware |
|
|
|
|
|
|
(d) |
Title of Class of Securities: |
|
|
|
|
|
|
|
Common
Stock, par value $0.0001 per share |
|
|
|
|
|
|
(e) |
CUSIP Number: |
|
|
|
|
|
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|
901384107 |
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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 |
|
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|
|
(a) |
[_] |
Broker or dealer registered under
Section 15 of the Act (15 U.S.C. 78c). |
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(b) |
[_] |
Bank as defined in Section 3(a)(6)
of the Act (15 U.S.C. 78c). |
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(c) |
[_] |
Insurance company as defined in Section
3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
[_] |
Investment company registered under
Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
[X] |
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 Rule 13d-1(b)(1)(ii)(G); |
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(h) |
[_] |
A savings association 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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(j) |
[_] |
A non-U.S. institution in accordance
with s.240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with s.240.13d-1(b)(1)(ii)(J), please specify the
type of institution: ____
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(k) |
[_] |
Group, in accordance with s.240.13d-1(b)(1)(ii)(K).
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Item 4. |
Ownership. |
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|
Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
|
|
|
(a) |
Amount beneficially owned: |
|
|
|
|
|
Kynam Global Healthcare Master Fund,
LP – 5,142,111
Kynam Fund GP, LLC – 5,142,111
Kynam Capital Management GP, LLC –
5,953,825
Yue Tang – 5,953,825
Kynam Capital Management, LP –
5,953,825 |
|
|
|
|
(b) |
Percent of class: |
|
|
|
|
|
Kynam Global Healthcare Master Fund,
LP – 10.1%
Kynam Fund GP, LLC – 10.1%
Kynam Capital Management GP, LLC –
11.7%
Yue Tang – 11.7%
Kynam Capital Management, LP –
11.7% |
|
|
|
|
(c) |
Number of shares as to which the
person has: |
|
|
|
|
|
(i) |
Sole power to vote or to direct the
vote |
|
|
|
Kynam Global Healthcare Master Fund,
LP – 0
Kynam Fund GP, LLC – 0
Kynam Capital Management GP, LLC –
0
Yue Tang – 0
Kynam Capital Management, LP –
0 |
|
|
|
|
|
|
(ii) |
Shared power to vote or to direct the vote |
|
|
|
Kynam Global Healthcare Master Fund,
LP – 5,142,111
Kynam Fund GP, LLC – 5,142,111
Kynam Capital Management GP, LLC –
5,953,825
Yue Tang – 5,953,825
Kynam Capital Management, LP –
5,953,825 |
|
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition
of |
|
|
|
Kynam Global Healthcare Master Fund,
LP – 0
Kynam Fund GP, LLC – 0
Kynam Capital Management GP, LLC –
0
Yue Tang – 0
Kynam Capital Management, LP –
0 |
|
|
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition
of |
|
|
|
Kynam Global Healthcare Master Fund,
LP – 5,142,111
Kynam Fund GP, LLC – 5,142,111
Kynam Capital Management GP, LLC –
5,953,825
Yue Tang – 5,953,825
Kynam Capital Management, LP –
5,953,825 |
Item 5. |
Ownership of
5 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 [_]. |
|
|
N/A |
|
|
Item 6. |
Ownership of More Than 5
Percent on Behalf of Another Person. |
|
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|
If any other person is known
to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities,
a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the
class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. |
|
|
All
of the securities reported in this Schedule 13G are directly owned by advisory clients of Kynam Capital Management, LP. None
of those advisory clients, other than Kynam Global Healthcare Master Fund, LP, may be deemed to beneficially own more than 5% of
the Common Stock, par value $0.0001 per share. |
|
|
Item 7. |
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
|
|
|
If a parent holding company
or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. |
|
|
|
Please
see Exhibit B attached hereto. |
|
|
Item 8. |
Identification and Classification
of Members of the Group. |
|
|
|
If a group has filed this
schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d),
attach an exhibit stating the identity of each member of the group. |
|
|
|
N/A |
|
|
Item 9. |
Notice of Dissolution of
Group. |
|
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|
Notice of dissolution of
a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions
in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item
5. |
|
|
|
N/A |
Item 10. |
Certification. |
|
|
|
By signing below
I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary
course of business and 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. |
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|
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.
|
KYNAM GLOBAL HEALTHCARE MASTER FUND,
LP*
By: Kynam Fund GP, LLC, its general
partner |
|
|
|
|
By: |
/s/ Yue Tang |
|
|
Name: Yue Tang |
|
|
Title: Managing Member of its General
Partner |
|
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|
KYNAM FUND GP, LLC* |
|
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|
|
By: |
/s/ Yue Tang |
|
|
Name: Yue Tang |
|
|
Title: Managing Member |
|
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|
KYNAM CAPITAL MANAGEMENT GP, LLC* |
|
|
|
|
By: |
/s/ Yue Tang |
|
|
Name: Yue Tang |
|
|
Title: Managing Member |
|
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|
YUE TANG* |
|
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|
By: |
/s/ Yue Tang |
|
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|
KYNAM CAPITAL MANAGEMENT, LP*
By: Kynam Capital Management GP,
LLC, its general partner |
|
|
|
|
By: |
/s/ Yue Tang |
|
|
Name: Yue Tang |
|
|
Title: Managing Member of its General
Partner |
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|
* This Reporting Person disclaims beneficial
ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed
an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange
Act of 1934, or for any other purpose.
The original statement
shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on
behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence
of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power
of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of
each person who signs the statement shall be typed or printed beneath his signature.
Note. Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other
parties for whom copies are to be sent.
Attention. Intentional
misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The
undersigned agree that this Schedule 13G dated September 6, 2023 relating to the Common Stock, par value $0.0001 per share of 2seventy
bio, Inc. shall be filed on behalf of the undersigned.
|
KYNAM GLOBAL HEALTHCARE MASTER FUND,
LP
By: Kynam Fund GP, LLC, its general
partner |
|
|
|
|
By: |
/s/ Yue Tang |
|
|
Name: Yue Tang |
|
|
Title: Managing Member of its General Partner |
|
|
|
|
KYNAM FUND GP, LLC |
|
|
|
|
By: |
/s/ Yue Tang |
|
|
Name: Yue Tang |
|
|
Title: Managing Member |
|
|
|
|
KYNAM CAPITAL MANAGEMENT GP, LLC |
|
|
|
|
By: |
/s/ Yue Tang |
|
|
Name: Yue Tang |
|
|
Title: Managing Member |
|
|
|
|
YUE TANG |
|
|
|
|
By: |
/s/ Yue Tang |
|
|
|
|
KYNAM CAPITAL MANAGEMENT, LP
By: Kynam Capital Management GP,
LLC, its general partner |
|
|
|
|
By: |
/s/ Yue Tang
|
|
|
Name: Yue Tang |
|
|
Title: Managing Member of its General Partner |
|
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|
Exhibit B
Kynam Capital
Management, LP is the relevant entity for which Kynam Capital Management GP, LLC and Yue Tang may be considered control persons.
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