Amended Statement of Ownership (sc 13g/a)
February 11 2022 - 3:13PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 2)*
Aclaris Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.00001
(Title of Class of
Securities)
00461U105
(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:
*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).
(Continued on following pages)
Page 1 of 14
Exhibit Index on Page 13
CUSIP # 00461U105
|
Page 2 of 14
|
1
|
NAME
OF REPORTING PERSONS Foresite Capital Fund III, L.P. (“FCF
III”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(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 shares.
|
6
|
SHARED
VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
0 shares.
|
8
|
SHARED
DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%
|
12
|
TYPE
OF REPORTING PERSON
|
PN
|
CUSIP # 00461U105
|
Page 3 of 14
|
1
|
NAME
OF REPORTING PERSONS Foresite Capital Management III, LLC (“FCM
III”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(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 shares.
|
6
|
SHARED
VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
0 shares.
|
8
|
SHARED
DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%
|
12
|
TYPE
OF REPORTING PERSON
|
OO
|
CUSIP # 00461U105
|
Page 4 of 14
|
1
|
NAME
OF REPORTING PERSONS Foresite Capital Fund IV, L.P. (“FCF
IV”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(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
3,399,034 shares, except that Foresite Capital Management IV, LLC (“FCM IV”), the general partner of FCF
IV, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power
to vote these shares.
|
6
|
SHARED
VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
3,399,034 shares, except that FCM IV, the general partner of FCF IV, may be deemed to have sole power to dispose of these shares, and
Tananbaum, the managing member of FCM IV, may be deemed to have sole power to dispose of these shares.
|
8
|
SHARED
DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
3,399,034
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
5.6%
|
12
|
TYPE
OF REPORTING PERSON
|
PN
|
CUSIP # 00461U105
|
|
Page 5 of 14
|
1
|
NAME
OF REPORTING PERSONS Foresite
Capital Management IV, LLC (“FCM IV”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(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
3,399,034 shares, all of which are directly owned by FCF IV. FCM IV, the general partner of FCF IV, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
3,399,034 shares, all of which are directly owned by FCF IV. FCM IV, the general partner of FCF IV, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,399,034
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
5.6%
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
CUSIP # 00461U105
|
|
Page 6 of 14
|
1
|
NAME
OF REPORTING PERSONS
Foresite Capital Fund V, L.P. (“FCF V”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(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
1,258,243 shares, except that Foresite Capital Management V, LLC (“FCM V”), the general partner of FCF V, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
1,258,243 shares, except that FCM V, the general partner of FCF V,
may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power
to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,258,243
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
2.1%
|
12
|
TYPE OF REPORTING PERSON
|
PN
|
CUSIP # 00461U105
|
|
Page 7 of 14
|
1
|
NAME
OF REPORTING PERSONS
Foresite Capital Management V, LLC (“FCM V”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(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
1,258,243 shares, all of which are directly owned by FCF V. FCM V, the general partner of FCF V, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
1,258,243 shares, all of which are directly owned by FCF V. FCM V, the general partner of FCF V, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,258,243
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
2.1%
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
CUSIP # 00461U105
|
|
Page 8 of 14
|
1
|
NAME
OF REPORTING PERSONS James Tananbaum (“Tananbaum”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
¨
|
(b)
|
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
4,657,277 shares, of which 3,399,034 are directly owned by FCF IV and 1,258,243 are directly owned by FCF V. Tananbaum is the managing member of FCM IV, which is the general partner of FCF IV, and the managing member of FCM V, which is the general partner of FCF V. Tananbaum may be deemed to have sole power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
4,657,277 shares, of which 3,399,034 are directly owned by FCF IV and 1,258,243 are directly owned by FCF V. Tananbaum is the managing member of FCM IV, which is the general partner of FCF IV, and the managing member of FCM V, which is the general partner of FCF V. Tananbaum may be deemed to have sole power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
4,657,277
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
7.6%
|
12
|
TYPE OF REPORTING PERSON
|
IN
|
CUSIP # 00461U105
|
Page 9 of 14
|
|
ITEM 1(A).
|
NAME OF ISSUER
|
Aclaris Therapeutics, Inc. (the “Issuer”)
|
ITEM 1(B).
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
|
640 Lee Road, Suite 200
Wayne, PA 10987
|
ITEM 2(A).
|
NAME OF PERSONS FILING
|
This Schedule is filed by Foresite Capital
Fund III, L.P., a Delaware limited partnership (“FCF III”), Foresite Capital Management III, LLC, a Delaware limited liability
company (“FCM III”), Foresite Capital Fund IV, L.P., a Delaware limited partnership (“FCF IV”), Foresite Capital
Management IV, LLC, a Delaware limited liability company (“FCM IV”), Foresite Capital Fund V, L.P., a Delaware limited partnership
(“FCF V”), Foresite Capital Management V, LLC, a Delaware limited liability company (“FCM V”), and James Tananbaum.
The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
|
ITEM 2(B).
|
ADDRESS OF PRINCIPAL OFFICE
|
The address for each of the Reporting Persons is:
c/o Foresite Capital Management
900 Larkspur Landing Circle, Suite 150
Larkspur, CA 94939
See Row 4 of cover page for each Reporting
Person.
|
ITEM 2(D).
|
TITLE OF CLASS OF SECURITIES
|
Common Stock, par value $0.00001
00461U105
|
ITEM 3.
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check
whether the person filing is a:
|
Not applicable.
CUSIP # 00461U105
|
Page 10 of 14
|
The following information with respect to the ownership of
the Common Stock of the Issuer by the persons filing this Statement is provided as of December 31, 2021:
|
(a)
|
Amount beneficially owned:
|
See Row 9 of cover page for each
Reporting Person.
See Row 11 of cover page for each
Reporting Person.
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote:
|
See Row 5 of cover page for each
Reporting Person.
|
(ii)
|
Shared power to vote or to direct the vote:
|
See Row 6 of cover page for each
Reporting Person.
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
See Row 7 of cover page for each
Reporting Person.
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
See Row 8 of cover page for each
Reporting Person.
|
ITEM 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
|
Not applicable.
|
ITEM 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
|
Under certain circumstances set forth in
the limited partnership agreements of FCF III, FCF IV and FCF V and the limited liability company agreements of FCM III, FCM IV and FCM
V the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or
the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member.
|
ITEM 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
|
Not applicable.
|
ITEM 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
|
Not applicable
|
ITEM 9.
|
NOTICE OF DISSOLUTION OF GROUP.
|
Not applicable
CUSIP # 00461U105
|
Page 11 of 14
|
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.
CUSIP # 00461U105
|
Page 12 of 14
|
SIGNATURES
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 11, 2022
|
FORESITE CAPITAL FUND III, L.P.
|
|
|
|
|
By:
|
FORESITE CAPITAL MANAGEMENT III, LLC
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
|
Title:
|
Managing Member
|
|
|
|
|
FORESITE CAPITAL MANAGEMENT III, LLC
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
|
Title:
|
Managing Member
|
|
|
|
|
FORESITE CAPITAL FUND IV, L.P.
|
|
|
|
|
By:
|
FORESITE CAPITAL MANAGEMENT IV, LLC
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
|
Title:
|
Managing Member
|
|
|
|
|
FORESITE CAPITAL MANAGEMENT IV, LLC
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
|
Title:
|
Managing Member
|
|
|
|
|
FORESITE CAPITAL FUND V, L.P.
|
|
|
|
|
By:
|
FORESITE CAPITAL MANAGEMENT V, LLC
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
|
Title:
|
Managing Member
|
|
|
|
|
FORESITE CAPITAL MANAGEMENT V, LLC
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
|
Title:
|
Managing Member
|
|
|
|
|
JAMES TANANBAUM
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
CUSIP # 00461U105
|
Page 13 of 14
|
EXHIBIT INDEX
CUSIP # 00461U105
|
Page 14 of 14
|
exhibit
A
Agreement of Joint Filing
The undersigned hereby agree
that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of the Issuer shall be filed on behalf of each of the
undersigned. Note that a copy of the applicable Agreement of Joint Filing is already on file with the appropriate agencies.
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