Amended Statement of Ownership (sc 13g/a)
March 05 2021 - 1:31PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G/A
(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. 1)*
Viracta Therapeutics, Inc.
(Name of
Issuer)
Common Stock
(Title of
Class of Securities)
92765F108
(CUSIP Number)
February 25, 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:
[_]Rule 13d-1(b)
[_]Rule 13d-1(c)
[X]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).
(Continued on following pages)
Page 2 of 12
1
|
NAME OF REPORTING PERSONS LVP
Life Science Ventures III, L.P. (“LVP 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
2,901,152 shares, except that LVP GP III, LLC (“GP III”), the general partner of LVP III, may be deemed to have sole power to vote these shares, and Patrick Latterell (“Latterell”), the managing member of GP III, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
2,901,152 shares, except that GP III, the general partner of LVP III, may be deemed to have sole power to dispose of these shares, and Latterell, the managing member of GP III, 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
2,901,152
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.84%
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
Page 3 of 12
1
|
NAME OF REPORTING PERSONS LVP III Associates, L.P. (“Associates”)
|
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
145,055 shares, except that GP III, the general partner of Associates, may be deemed to have sole power to vote these shares, and Latterell, the managing member of GP III, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
145,055 shares, except that GP III, the general partner of Associates, may be deemed to have sole power to dispose of these shares, and Latterell, the managing member of GP III, 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
145,055
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.39%
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
Page 4 of 12
1
|
NAME OF REPORTING PERSONS LVP III
Partners, L.P. (“Partners”)
|
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
72,526 shares, except that GP III, the general partner of Partners, may be deemed to have sole power to vote these shares, and Latterell, the managing member of GP III, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
72,526 shares, except that GP III, the general partner of Partners, may be deemed to have sole power to dispose of these shares, and Latterell, the managing member of GP III, 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
72,526
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.20%
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
Page 5 of 12
1
|
NAME OF REPORTING PERSONS LVP GP III, LLC (“GP 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
3,118,733 shares, of which 2,901,152 are directly owned by LVP III, 145,055 of which are directly owned by Associates and 72,526 of which are directly owned by Partners. GP III, the general partner of LVP III, Associates and Partners, may be deemed to have sole power to vote these shares, and Latterell, the managing member of GP III, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
3,118,733 shares, of which 2,901,152 are directly owned by LVP III, 145,055 of which are directly owned by Associates and 72,526 of which are directly owned by Partners. GP III, the general partner of LVP III, Associates and Partners, may be deemed to have sole power to dispose of these shares, and Latterell, the managing member of GP III, 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
3,118,733
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.43%
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
Page 6 of 12
1
|
NAME OF REPORTING PERSONS LVPMC,
LLC (“LVPMC”)
|
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
5,361 shares. Latterell, the manager of LVPMC, may be deemed to have sole power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
5,361 shares. Latterell, the manager of LVPMC, 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
5,361
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.01%
|
12
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
Page 7 of 12
1
|
NAME OF REPORTING PERSONS Patrick F. Latterell (“Latterell”)
|
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
5,361 shares, all of which are directly owned by LVPMC, LLC. Latterell is the manager of LVPMC, LLC and
may be deemed to have sole power to vote those shares.
|
6
|
SHARED VOTING POWER
3,118,733 shares, of which 2,901,152 are directly owned by LVP III, 145,055 of which are directly owned by Associates and 72,526 of which are directly owned by Partners. Latterell is the managing member of GP III, which is the general partner of LVP III, Associates and Partners. Latterell may be deemed to have shared power to vote these shares.
|
7
|
SOLE DISPOSITIVE POWER
5,361 shares, all of which are directly owned by LVPMC, LLC. Latterell is the manager of LVPMC, LLC and may be deemed to have sole power to dispose of those shares.
|
8
|
SHARED DISPOSITIVE POWER
3,118,733 shares, of which 2,901,152 are directly owned by LVP III, 145,055 of which are directly owned by Associates and 72,526 of which are directly owned by Partners. Latterell is the managing member of GP III, which is the general partner of LVP III, Associates and Partners. Latterell may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,124,094
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
[_]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.44%
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
Page 8 of 12
ITEM 1(A).
|
NAME OF ISSUER
|
|
|
|
Viracta Therapeutics, Inc. (the “Issuer”)
|
ITEM 1(B).
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
|
|
|
|
2533 S. Coast Hwy 101, Suite 210
|
|
Cardiff, CA 92007
|
ITEM 2(A).
|
NAME OF PERSONS FILING
|
|
|
|
This Schedule is filed by LVP Life Science Ventures III, L.P., a Delaware limited partnership, LVP III Associates, L.P., a
Delaware limited partnership (“Associates”), LVP III Partners, L.P., a Delaware limited partnership (“Partners”),
LVP GP III, LLC, a Delaware limited liability company (“GP III”), LVPMC, LLC, a Delaware limited liability company
(“LVPMC”), and Patrick Latterell (“Latterell”). 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 LVPMC, LLC
2603 Camino Ramon, Suite 200
San Ramon, CA 94583
|
ITEM 2(C).
|
CITIZENSHIP
|
|
|
|
See Row 4 of cover page for each Reporting Person.
|
ITEM 2(D).
|
TITLE OF CLASS OF SECURITIES
|
|
|
|
Common Stock, $0.0001 par value
|
ITEM 2(E).
|
CUSIP NUMBER
|
|
|
|
92765F108
|
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.
|
ITEM 4.
|
OWNERSHIP
|
|
|
|
The following information with respect
to the ownership of the ordinary shares of the Issuer by the persons filing this Statement is provided as of February 25, 2021:
|
|
(a)
|
Amount beneficially owned:
See Row 9 of cover page for each Reporting Person.
|
Page 9 of 12
|
(b)
|
Percent of Class:
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 LVP III, Associates and Partners and the limited
liability company agreement of GP III, 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 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.
|
ITEM 10.
|
CERTIFICATION.
|
|
|
|
Not applicable.
|
Page 10 of 12
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: March 3, 2021
LVP LIFE SCIENCE VENTURES III, L.P.
By: LVP
GP III, LLC
Its: General
Partner
By: /s/ Patrick F. Latterell
Name: Patrick
F. Latterell
Its: Managing
Member
LVP III ASSOCIATES, L.P.
By: LVP
GP III, LLC
Its: General
Partner
By: /s/ Patrick F. Latterell
Name: Patrick
F. Latterell
Its: Managing
Member
LVP III PARTNERS, L.P.
By: LVP
GP III, LLC
Its: General
Partner
By: /s/ Patrick F. Latterell
Name: Patrick
F. Latterell
Its: Managing
Member
LVP GP III, LLC
By: /s/ Patrick F. Latterell
Name: Patrick
F. Latterell
Its: Managing
Member
LVPMC, LLC
By: /s/ Patrick F. Latterell
Name: Patrick
F. Latterell
Its: Manager
PATRICK F. LATTERELL
By: /s/ Patrick F. Latterell
Name: Patrick
F. Latterell
Page 11 of 12
EXHIBIT INDEX
|
Found on Sequentially
|
Exhibit
|
Numbered Page
|
|
|
Exhibit A: Agreement of Joint Filing
|
12
|
|
|
Page 12 of 12
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 and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: March 3, 2021
LVP LIFE SCIENCE VENTURES III, L.P.
By: LVP
GP III, LLC
Its: General
Partner
By: /s/ Patrick F. Latterell
Name: Patrick
F. Latterell
Its: Managing
Member
LVP III ASSOCIATES, L.P.
By: LVP
GP III, LLC
Its: General
Partner
By: /s/ Patrick F. Latterell
Name: Patrick
F. Latterell
Its: Managing
Member
LVP III PARTNERS, L.P.
By: LVP
GP III, LLC
Its: General
Partner
By: /s/ Patrick F. Latterell
Name: Patrick
F. Latterell
Its: Managing
Member
LVP GP III, LLC
By: /s/ Patrick F. Latterell
Name: Patrick
F. Latterell
Its: Managing
Member
LVPMC, LLC
By: /s/ Patrick F. Latterell
Name: Patrick
F. Latterell
Its: Manager
PATRICK F. LATTERELL
By: /s/ Patrick F. Latterell
Name: Patrick
F. Latterell
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