Statement of Ownership (sc 13g)
February 13 2020 - 5:27PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
Nextcure,
Inc.
(Name
of Issuer)
Common
Stock, $0.001 par value per share
(Title
of Class of Securities)
65343E108
(CUSIP
Number)
December
31, 2019
(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)
☒ 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 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).
CUSIP
No. 65343E108
|
13G
|
Page
2 of 11 Pages
|
1
|
NAMES
OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lilly
Asia Ventures Fund III, L.P. (“FUNDIII”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b)
☒
|
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
568,129
shares, except that Yi Shi, the managing partner of FUNDIII, may be deemed to have shared power to vote these shares.
|
6
|
SHARED
VOTING POWER
See
response to row 5.
|
7
|
SOLE
DISPOSITIVE POWER
568,129
shares, except that Yi Shi, the managing partner of FUNDIII, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED
DISPOSITIVE POWER
See
response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
568,129
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1(1)
|
12
|
TYPE
OF REPORTING PERSON
PN
|
(1)
|
This
percentage is calculated based upon 26,817,000 shares of the Issuer’s Common Stock
outstanding as of December 31, 2019
|
CUSIP
No. 65343E108
|
13G
|
Page
3 of 11 Pages
|
1
|
NAMES
OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LAV
Biosciences Fund III, L.P. (“BIOIII”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b)
☒
|
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
1,136,262
shares, except that Yi Shi, the managing partner of BIOIII, may be deemed to have shared power to vote these shares.
|
6
|
SHARED
VOTING POWER
See
response to row 5.
|
7
|
SOLE
DISPOSITIVE POWER
1,136,262
shares, except that Yi Shi, the managing partner of BIOIII, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED
DISPOSITIVE POWER
See
response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,136,262
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2(1)
|
12
|
TYPE
OF REPORTING PERSON
PN
|
(1)
|
This
percentage is calculated based upon 26,817,000 shares of the Issuer’s Common Stock outstanding as of December 31, 2019
|
CUSIP
No. 65343E108
|
13G
|
Page
4 of 11 Pages
|
1
|
NAMES
OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LAV
Biosciences Fund V sub A, L.P. (“FUNDVSUBA”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b)
☒
|
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
274,620
shares, except that Yi Shi, the managing partner of FUNDVSUBA, may be deemed to have shared power to vote these shares.
|
6
|
SHARED
VOTING POWER
See
response to row 5.
|
7
|
SOLE
DISPOSITIVE POWER
274,620
shares, except that Yi Shi, the managing partner of FUNDVSUBA, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED
DISPOSITIVE POWER
See
response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
274,620
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0(1)
|
12
|
TYPE
OF REPORTING PERSON
PN
|
(1)
|
This
percentage is calculated based upon 26,817,000 shares of the Issuer’s Common Stock
outstanding as of December 31, 2019
|
CUSIP
No. 65343E108
|
13G
|
Page
5 of 11 Pages
|
1
|
NAMES
OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LAV
Opportunity Limited (“LAVO”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b)
☒
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
109,848
shares, except that Yi Shi, the managing partner of LAVO, may be deemed to have shared power to vote these shares.
|
6
|
SHARED
VOTING POWER
See
response to row 5.
|
7
|
SOLE
DISPOSITIVE POWER
109,848
shares, except that Yi Shi, the managing partner of LAVO, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED
DISPOSITIVE POWER
See
response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
109,848
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4(1)
|
12
|
TYPE
OF REPORTING PERSON
OO
|
(1)
|
This
percentage is calculated based upon 26,817,000 shares of the Issuer’s Common Stock
outstanding as of December 31, 2019.
|
CUSIP
No. 65343E108
|
13G
|
Page
6 of 11 Pages
|
1
|
NAMES
OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Yi
Shi
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
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
0
shares.
|
6
|
SHARED
VOTING POWER
2,088,859
shares, 568,129 of which are directly owned by FUNDIII, 1,136,262 of which are directly owned by BIOIII, 274,620 of which are
directly owned by FUNDVSUBA and 109,848 of which are directly owned by LAVO. Yi Shi, the managing partner of FUNDIII, BIOIII,
FUNDVSUBA and LAVO, may be deemed to have shared power to vote these shares.
|
7
|
SOLE
DISPOSITIVE POWER
0
shares.
|
8
|
SHARED
DISPOSITIVE POWER
2,088,859
shares, 568,129 of which are directly owned by FUNDIII, 1,136,262 of which are directly owned by BIOIII, 274,620 of which
are directly owned by FUNDVSUBA and 109,848 of which are directly owned by LAVO. Yi Shi, the managing partner of FUNDIII,
BIOIII, FUNDVSUBA and LAVO, may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,213,733
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8(1)
|
12
|
TYPE
OF REPORTING PERSON
IN
|
(1)
|
This
percentage is calculated based upon 26,817,000 shares of the Issuer’s Common Stock
outstanding as of December 31, 2019.
|
CUSIP
No. 65343E108
|
13G
|
Page
7 of 11 Pages
|
|
Item
1(a)
|
Name
of Issuer:
Nextcure, Inc.
|
|
Item
1(b)
|
Address
of Issuer’s Principal Executive Offices:
9000 Virginia Manor Road, Suite 200
|
Beltsville,
Maryland 20705
|
Item
2(a)
|
Name
of Persons Filing:
|
This
Statement is filed by Lilly Asia Ventures Fund III, L.P. (“FUNDIII”), LAV Biosciences Fund III, L.P. (“BIOIII”),
LAV Biosciences Fund V sub A, L.P. (“FUNDVSUBA”), LAV Opportunity Limited (“LAVO”) and Dr. Yi Shi. The
foregoing entities and individual are collectively referred to as the “Reporting Persons.”
Dr.
Shi is the managing partner of FUNDIII, BIOIII, FUNDVSUBA and LAVO, and may be deemed to have shared power to vote and shared
power to dispose of shares of the Issuer directly owned by FUNDIII, BIOIII, FUNDVSUBA and LAVO.
|
Item
2(b)
|
Address
of Principal Business Office or, If None, Residence:
The address for FUNDIII, BIOIII, LAVO and Dr.
Shi is Unit 902-904, Two Chinachem Central, 26 Des Voeux Road Central, Hong Kong.
|
The
address of FUNDVSUBA is 2730 Sand Hill Road, Suite 130, Menlo Park, CA 94025.
FUNDIII
and BIOIII are Cayman Islands partnerships, FUNDVSUBA is a United States partnership. LAVO is a British Virgin Islands business
company. Dr. Shi is a United States citizen.
|
Item
2(d)
|
Title
of Class of Securities:
Common Stock, $0.001 par value per share
|
|
Item
2(e)
|
CUSIP
Number:
CUSIP #65343E108
|
The
following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons is provided as
of December 31, 2019:
|
(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.
CUSIP
No. 65343E108
|
13G
|
Page
8 of 11 Pages
|
|
(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
Not applicable.
|
|
Item
7.
|
Identification
and Classification of 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.
CUSIP
No. 65343E108
|
13G
|
Page
9 of 11 Pages
|
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.
Dated:
February 13, 2020
|
Lilly
Asia Ventures Fund III, L.P.
|
|
|
|
|
By:
|
/s/
Yi Shi
|
|
Name:
|
Yi
Shi
|
|
Title:
|
Managing
Partner
|
|
|
|
|
LAV
Biosciences Fund III, L.P.
|
|
|
|
|
By:
|
/s/
Yi Shi
|
|
Name:
|
Yi
Shi
|
|
Title:
|
Managing
Partner
|
|
|
|
|
LAV
Biosciences Fund V sub A, L.P.
|
|
|
|
|
By:
|
/s/
Yi Shi
|
|
Name:
|
Yi
Shi
|
|
Title:
|
Managing
Partner
|
|
|
|
|
LAV
OPPORTUNITY LIMITED
|
|
|
|
|
By:
|
/s/
Yi Shi
|
|
Name:
|
Yi
Shi
|
|
Title:
|
Managing
Partner
|
|
|
|
|
Yi
Shi
|
|
|
|
|
|
/s/
Yi Shi
|
|
Yi
Shi
|
|
CUSIP
No. 65343E108
|
13G
|
Page
10 of 11 Pages
|
EXHIBIT
INDEX
CUSIP
No. 65343E108
|
13G
|
Page
11 of 11 Pages
|
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 Nextcure, Inc.
shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Dated:
February 13, 2020
|
Lilly
Asia Ventures Fund III, L.P.
|
|
|
|
|
By:
|
/s/
Yi Shi
|
|
Name:
|
Yi
Shi
|
|
Title:
|
Managing
Partner
|
|
|
|
|
LAV
Biosciences Fund III, L.P.
|
|
|
|
|
By:
|
/s/
Yi Shi
|
|
Name:
|
Yi
Shi
|
|
Title:
|
Managing
Partner
|
|
|
|
|
LAV
Biosciences Fund V sub A, L.P.
|
|
|
|
|
By:
|
/s/
Yi Shi
|
|
Name:
|
Yi
Shi
|
|
Title:
|
Managing
Partner
|
|
|
|
|
LAV
OPPORTUNITY LIMITED
|
|
|
|
|
By:
|
/s/
Yi Shi
|
|
Name:
|
Yi
Shi
|
|
Title:
|
Managing
Partner
|
|
|
|
|
Yi
Shi
|
|
|
|
|
|
/s/
Yi Shi
|
|
Yi
Shi
|
|
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