CUSIP
No. 053588109
|
13D
|
Page
2 of 20 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS.
Growth Equity Opportunities Fund IV, LLC
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
WC
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware Limited Liability Company
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
5,424,009 shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
5,424,009 shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,424,009 shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
|
|
CUSIP
No. 053588109
|
13D
|
Page
3 of 20 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS.
New Enterprise Associates 15, L.P.
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
Limited Partnership
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
5,424,009 shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
5,424,009 shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,424,009 shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 053588109
|
13D
|
Page
4 of 20 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS.
NEA Partners 15, L.P.
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
Limited Partnership
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
5,424,009 shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
5,424,009 shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,424,009 shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 053588109
|
13D
|
Page
5 of 20 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS.
NEA 15 GP, LLC
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware Limited Liability Company
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
5,424,009 shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
5,424,009 shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,424,009 shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
|
|
CUSIP
No. 053588109
|
13D
|
Page
6 of 20 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS.
Forest Baskett
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
5,424,009
shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
5,424,009 shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,424,009 shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 053588109
|
13D
|
Page
7 of 20 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS.
Anthony A. Florence, Jr.
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
5,424,009 shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
5,424,009 shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,424,009 shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 053588109
|
13D
|
Page
8 of 20 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS.
Mohamad
H. Makhzoumi
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
5,424,009 shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
5,424,009 shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,424,009 shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 053588109
|
13D
|
Page
9 of 20 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS.
Joshua Makower
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
5,424,009 shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
5,424,009 shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,424,009 shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 053588109
|
13D
|
Page
10 of 20 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS.
Scott D. Sandell
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
5,424,009 shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
5,424,009 shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,424,009 shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 053588109
|
13D
|
Page
11 of 20 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS.
Peter
W. Sonsini
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
5,424,009 shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
5,424,009 shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,424,009 shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 053588109
|
13D
|
Page
12 of 20 Pages
|
Schedule
13D
|
Item 1.
|
Security and Issuer.
|
This Amendment No. 5 (“Amendment No.
5”) to Schedule 13D amends and restates the Schedule 13D originally filed on May 31, 2016, Amendment No. 1 thereto filed
on April 4, 2017 (“Amendment No. 1”), Amendment No. 2 thereto filed on July 10, 2018 (“Amendment No. 2”),
Amendment No. 3 thereto filed on November 28, 2018 (“Amendment No. 3”) and Amendment No. 4 thereto filed on April 17,
2020 (“Amendment No. 4”) relating to the ordinary shares, $.001 par value (the “Common Stock”) of Aveo
Pharmaceuticals, Inc. (the “Issuer”) having its principal executive office at 30 Winter Street, Boston, Massachusetts
02108.
Certain terms used but not defined in this Amendment No. 5 have the meanings assigned
thereto in the Schedule 13D (and Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 thereto). Except as specifically
provided herein, this Amendment No. 5 does not modify any of the information previously reported on the Schedule 13D (and Amendment
No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 thereto).
|
Item 2.
|
Identity and Background.
|
This statement is being filed by:
(a) Growth
Equity Opportunities Fund IV, LLC (“GEO”);
(b) New Enterprise Associates
15, L.P. (“NEA 15”), which is the sole member of GEO, NEA Partners 15, L.P. (“NEA Partners 15”), which
is the sole general partner of NEA 15; and NEA 15 GP, LLC (“NEA 15 LLC” and, together with NEA Partners 15, the “Control
Entities”), which is the sole general partner of NEA Partners 15; and
(c) Forest Baskett (“Baskett”),
Anthony A Florence, Jr. (“Florence”), Mohamad H. Makhzoumi (“Makhzoumi”), Joshua Makower (“Makower”),
Scott D. Sandell (“Sandell”) and Peter W. Sonsini (“Sonsini”) (together, the “Managers”) and
Peter J. Barris (“Barris”) and David M. Mott (“Mott”). The Managers are the managers of NEA 15 LLC.
The persons named in this
Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”
The address of the principal
business office of GEO and each Control Entity is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093.
The address of the principal business office of Baskett, Makhzoumi, Makower, Sandell and Sonsini is New Enterprise Associates,
2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence is New Enterprise Associates,
104 Fifth Avenue, 19th Floor, New York, NY 10011.
The principal business
of GEO and NEA 15 is to invest in and assist growth-oriented businesses located principally in the United States. The principal
business of NEA Partners 15 is to act as the sole general partner of NEA 15. The principal business of NEA 15 LLC is to act as
the sole general partner of NEA Partners 15. The principal business of each of the Managers is to manage the Control Entities,
GEO and a number of affiliated partnerships with similar businesses.
During the five years prior
to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding
ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such laws.
GEO and NEA 15 LLC are limited liability companies organized under the laws of the State
of Delaware. NEA 15 and NEA Partners 15 are limited partnerships organized under the laws of the State of Delaware. Each of the
Managers is a United States citizen.
CUSIP
No. 053588109
|
13D
|
Page
13 of 20 Pages
|
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
On June 19, 2020, the Issuer completed the
closing of an underwritten offering of 8,500,000 shares of Common Stock (the “Offering”). At such closing of the Offering,
GEO purchased an aggregate of 1,428,571 shares of the Issuer’s Common Stock at the Offering price of $5.25 per share of Common
Stock. Prior to the Offering, GEO held 2,524,386 shares of the Issuer’s Common Stock (after giving effect to a reverse split
by which 25,243,865 shares of the Issuer’s Common Stock held by GEO were reduced to 2,524,386 shares of the Issuer’s
Common Stock) and a warrant to purchase 1,471,052 shares of the Issuer’s Common Stock (after giving effect to a reverse split
by which the right to purchase 14,710,521 shares of the Issuer’s Common Stock was reduced to 1,471,052 shares of the Issuer’s
Common Stock). GEO now holds a total of 3,952,957 shares of the Issuer’s Common Stock (the “Securities”) and
warrants to purchase 1,471,052 shares of the Issuer’s Common Stock (the “Warrant Shares”).
The working capital of GEO was the source of the funds for the
purchase of the Securities. No part of the purchase price of the Securities was represented by funds or other consideration borrowed
or otherwise obtained for the purpose of acquiring, holding, trading or voting the Securities.
|
Item 4.
|
Purpose of Transaction.
|
GEO acquired the Securities for investment
purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors,
GEO and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the
Reporting Persons has any present plans which relate to or would result in:
|
(a)
|
The acquisition by any person of additional securities of the Issuer, or the disposition of securities
of the Issuer;
|
|
(b)
|
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving
the Issuer or any of its subsidiaries;
|
|
(c)
|
A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
|
|
(d)
|
Any change in the present board of directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing vacancies on the board;
|
|
(e)
|
Any material change in the present capitalization or dividend policy of the Issuer;
|
|
(f)
|
Any other material change in the Issuer’s business or corporate structure;
|
|
(g)
|
Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any person;
|
|
(h)
|
Causing a class of securities of the Issuer to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
|
|
(i)
|
A class of equity securities of the Issuer becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934; or
|
|
(j)
|
Any action similar to any of those enumerated
above.
|
CUSIP
No. 053588109
|
13D
|
Page
14 of 20 Pages
|
|
Item 5.
|
Interest in Securities of the Issuer.
|
|
|
GEO is the record owner of the Securities. As the sole member of
GEO, NEA 15 may be deemed to own beneficially the Securities. As the general partner of NEA 15, NEA Partners 15 may be deemed to
own beneficially the Securities. As the sole general partner of NEA Partners 15, NEA 15 LLC may be deemed to own beneficially the
Securities. As members of NEA 15 LLC, each of the Managers may be deemed to own beneficially the Securities.
|
Each Reporting Person disclaims beneficial
ownership of the Securities other than those shares which such person owns of record.
The percentage of outstanding Common Stock of the Issuer which
may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s cover
sheet. Such percentage was calculated based on 26,051,668 shares of Common Stock deemed to be outstanding which includes (i) 24,580,616
shares of Common Stock reported to be outstanding immediately following the Offering on the Issuer’s prospectus filed under
Rule 424(b)(5), filed with the Securities and Exchange Commission on June 17, 2020 and (ii) the Warrant Shares.
|
(b)
|
Regarding the number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote: See line 7 of cover sheets
|
|
(ii)
|
shared power to vote or to direct the vote: See line 8 of cover sheets
|
|
(iii)
|
sole power to dispose or to direct the disposition: See line 9 of cover sheets
|
|
(iv)
|
shared power to dispose or to direct the disposition: See line 10 of cover sheets
|
|
(c)
|
Except as set forth in Item 3 above, none of the Reporting Persons
has effected any transaction in the Ordinary Shares during the last 60 days.
|
|
(d)
|
No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or any proceeds from the sale of, Shares beneficially owned by any of the Reporting Persons.
|
|
(e)
|
Each of Barris and Mott has ceased to own beneficially 5% or more
of the Issuer’s Common Stock as a result of ceasing to be managers of NEA 15 LLC.
|
|
Item 6.
|
Contracts, Arrangements, Undertakings or Relationships
with Respect to Securities of the Issuer.
|
Not applicable.
|
Item 7.
|
Material to be Filed as Exhibits.
|
Exhibit 1 –
Agreement regarding filing of joint Schedule 13D.
Exhibit 2 – Power
of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
CUSIP
No. 053588109
|
13D
|
Page
15 of 20 Pages
|
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
EXECUTED
this 24th day of June, 2020.
GROWTH EQUITY OPPORTUNITIES FUND IV, LLC
|
By:
|
NEW ENTERPRISE ASSOCIATES 15, L.P.
Sole Member
|
|
By:
|
NEA PARTNERS 15, L.P.
|
General Partner
|
By:
|
NEA 15 GP, LLC
General Partner
|
Louis S. Citron
Chief Legal Officer
NEW ENTERPRISE ASSOCIATES 15, L.P.
|
By:
|
NEA PARTNERS 15, L.P.
General Partner
|
|
By:
|
NEA 15 GP, LLC
General Partner
|
Louis S. Citron
Chief Legal Officer
NEA PARTNERS 15, L.P.
|
By:
|
NEA 15 GP, LLC
General Partner
|
Louis S. Citron
Chief Legal Officer
NEA 15 GP, LLC
Louis S. Citron
Chief Legal Officer
CUSIP
No. 053588109
|
13D
|
Page
16 of 20 Pages
|
*
Forest Baskett
*
Anthony A. Florence, Jr.
*
Mohamad H. Makhzoumi
*
Joshua Makower
*
Scott D. Sandell
*
Peter W. Sonsini
*/s/ Sasha O. Keough
Sasha O. Keough
As attorney-in-fact
This Amendment No. 5 to Schedule 13D was executed by Sasha
O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
CUSIP
No. 053588109
|
13D
|
Page
17 of 20 Pages
|
EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange
Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need
be filed with respect to the ownership by each of the undersigned of shares of stock of Aveo Pharmaceuticals, Inc.
EXECUTED
this 24th day of June, 2020.
GROWTH EQUITY OPPORTUNITIES FUND IV, LLC
|
By:
|
NEW ENTERPRISE ASSOCIATES 15, L.P.
Sole Member
|
|
By:
|
NEA PARTNERS 15, L.P.
|
General Partner
|
By:
|
NEA 15 GP, LLC
General Partner
|
Louis S. Citron
Chief Legal Officer
NEW ENTERPRISE ASSOCIATES 15, L.P.
|
By:
|
NEA PARTNERS 15, L.P.
General Partner
|
|
By:
|
NEA 15 GP, LLC
General Partner
|
Louis S. Citron
Chief Legal Officer
NEA PARTNERS 15, L.P.
|
By:
|
NEA 15 GP, LLC
General Partner
|
Louis S. Citron
Chief Legal Officer
NEA 15 GP, LLC
Louis S. Citron
Chief Legal Officer
CUSIP
No. 053588109
|
13D
|
Page
18 of 20 Pages
|
*
Forest Baskett
*
Anthony A. Florence, Jr.
*
Mohamad H. Makhzoumi
*
Joshua Makower
*
Scott D. Sandell
*
Peter W. Sonsini
*/s/ Sasha O. Keough
Sasha O. Keough
As attorney-in-fact
This Agreement relating to Schedule 13D was executed by Sasha
O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
CUSIP
No. 053588109
|
13D
|
Page
19 of 20 Pages
|
EXHIBIT
2
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough
and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact,
with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable
or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general
partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13
or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated
thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities
and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry
Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing
necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying
and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
IN
WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.
/s/
M. James Barrett
M.
James Barrett
/s/
Peter J. Barris
Peter
J. Barris
/s/
Forest Baskett
Forest
Baskett
/s/
Ali Behbahani
Ali
Behbahani
/s/
Colin Bryant
Colin
Bryant
/s/
Carmen Chang
Carmen
Chang
/s/
Anthony A. Florence, Jr.
Anthony
A. Florence, Jr.
/s/
Carol G. Gallagher
Carol
G. Gallagher
/s/
Dayna Grayson
Dayna
Grayson
/s/
Patrick J. Kerins
Patrick
J. Kerins
/s/
P. Justin Klein
P.
Justin Klein
CUSIP
No. 053588109
|
13D
|
Page
20 of 20 Pages
|
/s/
Vanessa Larco
Vanessa
Larco
/s/
Joshua Makower
Joshua
Makower
/s/
Mohamad H. Makhzoumi
Mohamad
H. Makhzoumi
/s/
Edward T. Mathers
Edward
T. Mathers
/s/
David M. Mott
David
M. Mott
/s/
Sara M. Nayeem
Sara
M. Nayeem
/s/
Jason R. Nunn
Jason
R. Nunn
/s/
Gregory Papadopoulos
Gregory
Papadopoulos
/s/
Chetan Puttagunta
Chetan
Puttagunta
/s/
Jon Sakoda
Jon
Sakoda
/s/
Scott D. Sandell
Scott
D. Sandell
/s/
A. Brooke Seawell
A.
Brooke Seawell
/s/
Peter W. Sonsini
Peter
W. Sonsini
/s/
Melissa Taunton
Melissa
Taunton
/s/
Frank M. Torti
Frank
M. Torti
/s/
Ravi Viswanathan
Ravi
Viswanathan
/s/
Paul E. Walker
Paul
E. Walker
/s/
Rick Yang
Rick
Yang