UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Savara, Inc.
(Name
of Issuer)
Common Stock, $0.001 par value
(Title
of Class of Securities)
805111101
(CUSIP
Number)
Louis
S. Citron, Esq.
New
Enterprise Associates
1954
Greenspring Drive, Suite 600, Timonium, MD 21093
(410)
842-4000
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
July
17, 2023
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*
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. 805111101
|
13D |
Page
2 of 24 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
Growth Equity Opportunities 17, 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
24,471,264 Shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
24,471,264 Shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,471,264 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)
18.1%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
|
|
CUSIP
No. 805111101
|
13D |
Page
3 of 24 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
New Enterprise Associates 17, 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)
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 Partnership
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
24,471,264 Shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
24,471,264 Shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,471,264 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)
18.1%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 805111101
|
13D |
Page
4 of 24 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
NEA Partners 17, 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
24,471,264 Shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
24,471,264 Shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,471,264 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)
18.1%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 805111101
|
13D |
Page
5 of 24 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
NEA 17 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
24,471,264 Shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
24,471,264 Shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,471,264 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)
18.1%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
|
|
CUSIP
No. 805111101
|
13D |
Page
6 of 24 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
24,471,264 Shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
24,471,264 Shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,471,264 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)
18.1%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 805111101
|
13D |
Page
7 of 24 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
Ali Behbahani
|
|
|
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
24,471,264 Shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
24,471,264 Shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,471,264 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)
18.1%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 805111101
|
13D |
Page
8 of 24 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
Carmen Chang
|
|
|
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
24,471,264 Shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
24,471,264 Shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,471,264 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)
18.1%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 805111101
|
13D |
Page
9 of 24 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
24,471,264 Shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
24,471,264 Shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,471,264 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)
18.1%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 805111101
|
13D |
Page
10 of 24 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
24,471,264 Shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
24,471,264 Shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,471,264 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)
18.1%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 805111101
|
13D |
Page
11 of 24 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
Edward T. Mathers
|
|
|
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
24,471,264 Shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
24,471,264 Shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,471,264 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)
18.1%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 805111101
|
13D |
Page
12 of 24 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
24,471,264 Shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
24,471,264 Shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,471,264 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)
18.1%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 805111101
|
13D |
Page
13 of 24 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
Paul Walker
|
|
|
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
24,471,264 Shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
24,471,264 Shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,471,264 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)
18.1%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 805111101
|
13D |
Page
14 of 24 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
Rick Yang
|
|
|
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 citizen
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
24,471,264 Shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
24,471,264 Shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,471,264 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)
18.1%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 805111101
|
13D |
Page
15 of 24 Pages |
| Item 1. | Security
and Issuer. |
This
Amendment No. 1 (“Amendment No. 1”) to Schedule 13D amends and supplements the Schedule 13D originally filed on March 25,
2021, relating to the common stock, $0.001 par value (the “Common Stock”), of Savara, Inc. (the “Issuer”), having
its principal executive office at 1717 Langhorne Newtown Road, Suite 300, Langhorne, PA 19047.
Certain
terms used but not defined in this Amendment No. 1 have the meanings assigned thereto in the Schedule 13D. Except as specifically provided
herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.
| Item 2. | Identity
and Background. |
This
statement is being filed by:
(a)
Growth Equity Opportunities 17, LLC (“GEO”);
(b)
New Enterprise Associates 17, L.P. (“NEA 17”), which is the sole member of GEO; NEA Partners 17, L.P. (“NEA Partners
17”), which is the sole general partner of NEA 17; and NEA 17 GP, LLC (“NEA 17 LLC” and, together with NEA Partners
17, the “Control Entities”), which is the sole general partner of NEA Partners 17; and
(c)
Forest Baskett (“Baskett”), Ali Behbahani (“Behbahani”), Carmen Chang (“Chang”), Anthony A. Florence,
Jr. (“Florence”), Mohamad H. Makhzoumi (“Makhzoumi”), Edward T. Mathers (“Mathers”), Scott D. Sandell
(“Sandell”), Paul Walker (“Walker”) and Rick Yang (“Yang”) (together, the “Managers”)
and Liza Landsman (“Landsman”), Joshua Makower (“Makower”) and Peter W. Sonsini (“Sonsini”). The
Managers are the managers of NEA 17 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, NEA 17, each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring
Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Behbahani and Mathers is New Enterprise Associates,
5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Baskett, Chang, Makhzoumi, Walker
and Yang 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 5th Avenue, 19th Floor, New York, NY 10001.
The
principal business of GEO and NEA 17 is to invest in and assist growth-oriented businesses located principally in the United States.
The principal business of NEA Partners 17 is to act as the sole general partner of NEA 17. The principal business of NEA 17 LLC is to
act as the sole general partner of NEA Partners 17. 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 17 LLC is a limited liability company organized under the laws of the State of Delaware. NEA 17 and NEA Partners 17 are limited
partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
CUSIP
No. 805111101
|
13D |
Page
16 of 24 Pages |
| Item 3. | Source
and Amount of Funds or Other Consideration. |
On
June 17, 2022, in an underwritten public secondary offering of 21,000,000 shares of the Issuer’s Common Stock (the “Offering”),
GEO purchased an aggregate of 333,333 shares of Issuer’s Common Stock at a purchase price of $3.00 per share. After such purchase
at closing GEO held a total of 24,471,264 shares of Issuer’s Common Stock (the “GEO Shares”).
The
working capital of GEO was the source of the funds for the purchase of the GEO Shares. No part of the purchase price of the GEO Shares
was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting
the GEO Shares.
| Item
4. | Purpose
of Transaction. |
GEO
acquired the GEO Shares 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. 805111101
|
13D |
Page
17 of 24 Pages |
| Item 5. | Interest
in Securities of the Issuer. |
| (a) | GEO
is the record owner of the GEO Shares. As the sole member of GEO, NEA 17 may be deemed to
own beneficially the GEO Shares. As the general partner of NEA 17, NEA Partners 17 may be
deemed to own beneficially the GEO Shares. As the sole general partner of NEA Partners 17,
NEA 17 LLC may be deemed to own beneficially the GEO Shares. As members of NEA 17 LLC, each
of the Managers may be deemed to own beneficially the GEO Shares. |
Each
Reporting Person disclaims beneficial ownership of the GEO Shares 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 135,150,455 shares of Common Stock reported
by the Issuer to be outstanding immediately after the Offering on the Issuer’s prospectus supplement filed under Rule 424(b)(5),
filed with the Securities and Exchange Commission on July 17, 2023.
| (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 Common Stock 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, Common Stock beneficially owned by any
of the Reporting Persons. |
| (e) | Each
of Landsman, Makower and Sonsini have ceased to beneficially own five percent (5%) or more
of the Issuer’s Common Stock as a result of ceasing to be manager of NEA 17 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.
Exhibit 3 – Power of Attorney on behalf of Liza Landsman regarding filings under
the Securities Exchange Act of 1934, as amended.
CUSIP
No. 805111101
|
13D |
Page
18 of 24 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 26th day of July, 2023.
GROWTH
EQUITY OPPORTUNITIES 17, LLC
| By: | NEW
ENTERPRISE ASSOCIATES 17, L.P.
Sole Member |
| By: | NEA
PARTNERS 17, L.P. |
| | General
Partner |
| By: | NEA
17 GP, LLC
General Partner |
Scott
D. Sandell
Chief
Executive Officer
NEW
ENTERPRISE ASSOCIATES 17, L.P.
| By: | NEA
PARTNERS 17, L.P.
General Partner |
| By: | NEA
17 GP, LLC
General Partner |
By: *
Scott
D. Sandell
Chief
Executive Officer
NEA
PARTNERS 17, L.P.
| By: | NEA
17 GP, LLC
General Partner |
By:
*
Scott D. Sandell
Chief
Executive Officer
NEA
17 GP, LLC
By: *
Scott
D. Sandell
Chief
Executive Officer
CUSIP
No. 805111101
|
13D |
Page
19 of 24 Pages |
*
Forest
Baskett
*
Ali
Behbahani
*
Carmen
Chang
*
Anthony
A. Florence, Jr.
*
Liza
Landsman
*
Mohamad
H. Makhzoumi
*
Joshua
Makower
*
Edward
T. Mathers
*
Scott
D. Sandell
*
Peter
W. Sonsini
*
Paul
Walker
*
Rick
Yang
*/s/
Louis S. Citron
Louis S. Citron
As
attorney-in-fact
This Amendment No. 1 to Schedule 13D was executed by Louis S. Citron
on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
CUSIP
No. 805111101
|
13D |
Page
20 of 24 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 Savara, Inc.
EXECUTED
this 26th day of July, 2023.
GROWTH
EQUITY OPPORTUNITIES 17, LLC
| By: | NEW
ENTERPRISE ASSOCIATES 17, L.P.
Sole Member |
| By: | NEA
PARTNERS 17, L.P. |
| | General
Partner |
| By: | NEA
17 GP, LLC
General Partner |
Scott
D. Sandell
Chief
Executive Officer
NEW
ENTERPRISE ASSOCIATES 17, L.P.
| By: | NEA
PARTNERS 17, L.P.
General Partner |
| By: | NEA
17 GP, LLC
General Partner |
By: *
Scott
D. Sandell
Chief
Executive Officer
NEA
PARTNERS 17, L.P.
| By: | NEA
17 GP, LLC
General Partner |
By:
*
Scott D. Sandell
Chief
Executive Officer
NEA
17 GP, LLC
By: *
Scott
D. Sandell
Chief
Executive Officer
CUSIP
No. 805111101
|
13D |
Page
21 of 24 Pages |
*
Forest
Baskett
*
Ali
Behbahani
*
Carmen
Chang
*
Anthony
A. Florence, Jr.
*
Liza
Landsman
*
Mohamad
H. Makhzoumi
*
Joshua
Makower
*
Edward
T. Mathers
*
Scott
D. Sandell
*
Peter
W. Sonsini
*
Paul
Walker
*
Rick
Yang
*/s/
Louis S. Citron
Louis S. Citron
As
attorney-in-fact
This Agreement relating to Schedule 13D was executed by Louis S. Citron
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. 805111101
|
13D |
Page
22 of 24 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. 805111101
|
13D |
Page
23 of 24 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
CUSIP
No. 805111101
|
13D |
Page
24 of 24 Pages |
EXHIBIT
3
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, 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 herself as an individual or in 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 she might or could do in person, thereby ratifying and confirming all that
said attorney-in-fact, 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 1st day of April, 2020.
/s/
Liza Landsman
Liza Landsman
Savara (NASDAQ:SVRA)
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