UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Enliven Therapeutics, Inc.
(Name of Issuer)
Common Stock, Par Value $0.001
(Title of Class of Securities)
29337E102
(CUSIP Number)
September 30, 2024
(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)
x 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 (“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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| 1. |
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Names
of Reporting Persons
I.R.S. Identification No. of
Above Persons (Entities Only)
Fairmount Funds Management LLC |
| 2. |
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
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| 3. |
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SEC
Use Only
|
| 4. |
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Citizenship
or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With |
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5. |
|
Sole
Voting Power
0 |
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6. |
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Shared
Voting Power
3,202,798(1) |
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7. |
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Sole
Dispositive Power
0 |
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8. |
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Shared
Dispositive Power
3,202,798(1) |
| 9. |
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Aggregate
Amount Beneficially Owned by Each Reporting Person
3,202,798(1) |
| 10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
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Percent
of Class Represented by Amount in Row (9)
6.8%(2) |
| 12. |
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Type
of Reporting Person (See Instructions)
IA |
(1) The shares reported herein for the Reporting Person represent
3,202,798 shares of the Issuer’s Common Stock held by Fairmount Healthcare Fund II LP. (“Fund II”).
(2) Calculated based on 47,237,207 shares of the Issuer’s
Common Stock outstanding as of August 1, 2024, as disclosed on Form 10-Q filed by the Issuer with the Securities and Exchange
Commission on August 13, 2024.
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| 1. |
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Names
of Reporting Persons
I.R.S. Identification No. of
Above Persons (Entities Only)
Peter Harwin |
| 2. |
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
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| 3. |
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SEC
Use Only
|
| 4. |
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Citizenship
or Place of Organization
United States |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With |
|
5. |
|
Sole
Voting Power
0 |
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6. |
|
Shared
Voting Power
3,202,798(1) |
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7. |
|
Sole
Dispositive Power
0 |
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8. |
|
Shared
Dispositive Power
3,202,798(1) |
| 9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,202,798(1) |
| 10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
|
Percent
of Class Represented by Amount in Row (9)
6.8%(2) |
| 12. |
|
Type
of Reporting Person (See Instructions)
HC, IN |
(1) The shares reported herein for the Reporting Person represent
3,202,798 shares of the Issuer’s Common Stock held by Fund II.
(2) Calculated based on 47,237,207 shares of the Issuer’s
Common Stock outstanding as of August 1, 2024, as disclosed on Form 10-Q filed by the Issuer with the Securities and Exchange
Commission on August 13, 2024.
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| 1. |
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Names
of Reporting Persons
I.R.S. Identification No. of
Above Persons (Entities Only)
Tomas Kiselak |
| 2. |
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
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| 3. |
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SEC
Use Only
|
| 4. |
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Citizenship
or Place of Organization
Slovak Republic |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With |
|
5. |
|
Sole
Voting Power
0 |
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6. |
|
Shared
Voting Power
3,202,798(1) |
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7. |
|
Sole
Dispositive Power
0 |
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8. |
|
Shared
Dispositive Power
3,202,798(1) |
| 9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,202,798(1) |
| 10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
|
Percent
of Class Represented by Amount in Row (9)
6.8%(2) |
| 12. |
|
Type
of Reporting Person (See Instructions)
HC, IN |
(1) The shares reported herein for the Reporting Person represent
3,202,798 shares of the Issuer’s Common Stock held by Fund II.
(2) Calculated based on 47,237,207 shares of the Issuer’s
Common Stock outstanding as of August 1, 2024, as disclosed on Form 10-Q filed by the Issuer with the Securities and Exchange
Commission on August 13, 2024.
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| 1. |
|
Names
of Reporting Persons
I.R.S. Identification No. of
Above Persons (Entities Only)
Fairmount Healthcare Fund II L.P. |
| 2. |
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
|
| 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 |
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6. |
|
Shared
Voting Power
3,202,798(1) |
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7. |
|
Sole
Dispositive Power
0 |
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8. |
|
Shared
Dispositive Power
3,202,798(1) |
| 9. |
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Aggregate
Amount Beneficially Owned by Each Reporting Person
3,202,798(1) |
| 10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
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Percent
of Class Represented by Amount in Row (9)
6.8%(2) |
| 12. |
|
Type
of Reporting Person (See Instructions)
PN |
(1) The shares reported herein for the Reporting Person represent
3,202,798 directly owned shares of the Issuer’s Common Stock.
(2) Calculated based on 47,237,207 shares of the Issuer’s
Common Stock outstanding as of August 1, 2024, as disclosed on Form 10-Q filed by the Issuer with the Securities and Exchange
Commission on August 13, 2024.
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(a) |
Name of Issuer: Enliven Therapeutics, Inc. |
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(b) |
Address of Issuer’s Principal Executive Offices: 6200 Lookout Road, Boulder,
CO 80301. |
Item 2.
This Amendment No. 2 to Schedule 13G amends and restates
the statements on Schedule 13G originally filed on April 27, 2023 and Amendment No. 1 filed on February 14, 2024. |
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(a) |
Name of Person(s) Filing: This joint statement on
Schedule 13G is being filed by Fairmount Funds Management LLC (“Fairmount”), Peter Harwin, Tomas Kiselak, and Fairmount
Healthcare Fund II L.P. (“Fund II”). Fairmount, Mr. Harwin, Mr. Kiselak, and Fund II are collectively referred
to herein as the “Reporting Persons.”
The Common Stock reported herein includes Common Stock beneficially
owned directly by Fund II. Fairmount Healthcare Fund II GP LLC is the general partner of Fund II. The controlling persons of Fairmount
are Mr. Harwin and Mr. Kiselak. Fairmount serves as investment adviser for Fund II and may be deemed a beneficial owner,
for purposes of Section 13(d) of the Act, of any securities of the Issuer held by Fund II. Fund II has delegated to Fairmount
the sole power to vote and the sole power to dispose of all securities held in Fund II’s portfolio, including the shares of
the Issuer’s Common Stock reported herein. Because Fund II has divested voting and investment power over the reported securities
and cannot revoke such delegation on less than 61 days’ notice, Fund II disclaims beneficial ownership of the securities for
purposes of Section 13(d) of the Act and therefore disclaims any obligation to report ownership of the reported securities
under Section 13(d) of the Act. As managing members of Fairmount, Mr. Harwin and Mr. Kiselak may be deemed beneficial
owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by Fairmount. Fairmount,
Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of the securities reported in this Schedule 13G Statement (the
“Statement”) other than for the purpose of determining their obligations under Section 13(d) of the Act, and
the filing of the Statement shall not be deemed an admission that any of Fairmount, Mr. Harwin, or Mr. Kiselak is the beneficial
owner of such securities for any other purpose. |
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(b) |
Address of Principal Business Office: The principal business office of the Reporting
Persons is c/o Fairmount Funds Management LLC, 200 Barr Harbor Drive, Suite 400, West Conshohocken, PA 19428. |
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(c) |
Citizenship: Fairmount is a Delaware limited liability company. Mr. Harwin is a United
States citizen. Mr. Kiselak is a Slovak Republic citizen. Fund II is a Delaware limited partnership. |
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(d) |
Title of Class of Securities: Common stock, Par Value $0.001 (“Common Stock”) |
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(e) |
CUSIP Number: 29337E102 |
| 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: |
Not applicable.
| (a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8); |
| (e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) |
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) |
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813); |
| (i) |
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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); |
| (j) |
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
| (k) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in
accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _______________. |
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: |
See the response(s) to Item 9 on the attached
cover page(s).
See the response(s) to Item 11 on the attached
cover page(s).
| (c) | Number
of shares as to which such person has: |
| (i) | sole
power to vote or to direct the vote: |
See the response(s) to Item 5 on
the attached cover page(s).
| (ii) | shared
power to vote or to direct the vote |
See the response(s) to Item 6 on
the attached cover page(s).
| (iii) | sole
power to dispose or to direct the disposition of |
See the response(s) to Item 7 on
the attached cover page(s).
| (iv) | shared
power to dispose or to direct the disposition of |
See the response(s) to Item 8 on
the attached cover page(s).
| 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 ¨.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company or Control Person |
Not applicable.
| Item 8. |
Identification and Classification of Members of the Group |
Not applicable.
| Item 9. |
Notice of Dissolution of Group |
Not applicable.
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.
Dated: November 14, 2024
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FAIRMOUNT FUNDS MANAGEMENT LLC |
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By: |
/s/
Peter Harwin |
/s/Tomas Kiselak |
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Name: |
Peter Harwin |
Tomas Kiselak |
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Title: |
Managing Member |
Managing Member |
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PETER HARWIN |
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By: |
/s/
Peter Harwin |
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TOMAS KISELAK |
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By: |
/s/Tomas
Kiselak |
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FAIRMOUNT HEALTHCARE FUND II L.P.
By: Fairmount Healthcare Fund II GP LLC |
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By: |
/s/
Peter Harwin |
/s/Tomas Kiselak |
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Name: |
Peter Harwin |
Tomas Kiselak |
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Title: |
Member |
Member |
Exhibit A
Joint Filing Agreement
In accordance with Rule 13d-1(k)(1) under
the Securities Exchange Act of 1934, as amended, the undersigned and each other person executing this joint filing agreement (this “Agreement”)
agree as follows:
(i) The undersigned and each other person
executing this Agreement are individually eligible to use the Schedule 13G to which this Exhibit is attached and such Schedule 13G
is filed on behalf of the undersigned and each other person executing this Agreement; and
(ii) The undersigned and each other person
executing this Agreement are responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness
and accuracy of the information concerning such person contained therein; but none of the undersigned or any other person executing this
Agreement is responsible for the completeness or accuracy of the information statement concerning any other persons making the filing,
unless such person knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.
Dated: November 14, 2024
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FAIRMOUNT FUNDS MANAGEMENT LLC |
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By: |
/s/ Peter Harwin |
/s/Tomas Kiselak |
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Name: |
Peter Harwin |
Tomas Kiselak |
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Title: |
Managing Member |
Managing Member |
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PETER HARWIN |
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By: |
/s/ Peter Harwin |
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TOMAS KISELAK |
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By: |
/s/Tomas Kiselak |
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FAIRMOUNT HEALTHCARE FUND II L.P.
By: Fairmount Healthcare Fund II GP LLC |
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By: |
/s/ Peter Harwin |
/s/Tomas Kiselak |
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Name: |
Peter Harwin |
Tomas Kiselak |
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Title: |
Member |
Member |
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