*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).
CUSIP No.
|
007002108
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Abingworth LLP
|
|
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
England
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
|
0
|
6
|
SHARED VOTING POWER
|
1,640,721*
|
7
|
SOLE DISPOSITIVE POWER
|
0
|
8
|
SHARED DISPOSITIVE POWER
|
1,640,721*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,640,721*
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.2%*
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|
|
|
|
|
|
|
*
See Item 4 for additional information.
CUSIP No.
|
007002108
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Abingworth Bioventures 8 LP
|
|
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
England
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
|
0
|
6
|
SHARED VOTING POWER
|
1,640,721 *
|
7
|
SOLE DISPOSITIVE POWER
|
0
|
8
|
SHARED DISPOSITIVE POWER
|
1,640,721 *
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,640,721 *
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.2%*
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|
|
|
|
|
|
|
*
See Item 4 for additional information.
Item 1(a). Name of Issuer:
Adicet Bio, Inc. (the
“Issuer”)
Item 1(b). Address of
Issuer’s Principal Executive Offices:
500 Boylston Street, 12th
Floor, Boston, MA 02116
Item 2(a).
Name of Persons Filing:
This Schedule 13G is being filed
on behalf of (i) Abingworth Bioventures 8 LP (“ABV 8”); and (ii) Abingworth LLP (“Abingworth” and
together with ABV 8, the “Reporting Persons”). As of February 12, 2021 (the “Event Date”),
ABV 8 is the owner of record of 1,640,721 shares of common stock, par value $0.0001 per share (the “Common Stock”)
of the Issuer. Abingworth, as the investment manager of ABV 8, may be deemed to beneficially own the 1,640,721 shares of Common
Stock held by ABV 8.
Item 2(b).
Address of Principal Business Office or, if None, Residence:
The business address for Abingworth
and ABV 8 is Princes House, 38 Jermyn Street, London, England SW1Y 6DN.
Item 2(c).
Citizenship:
Abingworth LLP is a limited liability
partnership organized under the laws of England. ABV 8 is a limited partnership organized under the laws of England.
Item 2(d). Title of
Class of Securities:
Common Stock, par value $0.0001
Item 2(e). CUSIP Number:
007002108
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.
|
|
|
As
reported in the cover pages to this report, the ownership information with respect to
each of the Reporting Persons is as follows:
|
|
|
|
|
|
(a) Amount
Beneficially Owned:
|
1,640,721*
|
|
|
|
(b) Percent
of Class:
|
5.2%*
|
|
|
|
(c) Number
of Shares as to which such person has:
|
|
|
|
|
(i) Sole
power to vote or to direct the vote:
|
0
|
|
|
(ii) Shared
power to vote or to direct the vote:
|
1,640,721*
|
|
|
(iii) Sole
power to dispose or to direct the disposition of:
|
0
|
|
|
(iv) Shared
power to dispose or to direct the disposition of:
|
1,640,721*
|
|
|
|
|
|
|
|
* Based on the information from the Issuer
and other public information, there were 31,318,990 shares of Common Stock outstanding as of the Event Date. Abingworth may be
deemed to beneficially own an aggregate of 1,640,721 shares of Common Stock of the Issuer. The number of shares of Common Stock
reported above consists of 1,640,721 shares of Common Stock held by ABV 8. Abingworth, as the investment manager of ABV 8, may
be deemed to beneficially own the 1,640,721 shares of Common Stock held by ABV 8. Thus, as of the Event Date, for purposes of Rule
13d-3 under the Securities Exchange Act of 1934, as amended, Abingworth may be deemed to beneficially own 5.2% of the shares of
Common Stock deemed issued and outstanding.
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 Persons have ceased to be the beneficial
owner of more than five (5) 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.
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.
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.
Date: March 8, 2021
|
|
ABINGWORTH LLP
|
|
|
|
|
|
By:
|
/s/ John Heard
|
|
|
Name: John Heard
|
|
|
Title: Authorized Signatory
|
|
|
|
|
|
ABINGWORTH BIOVENTURES 8, LP
|
|
|
|
By: Abingworth LLP, its Manager
|
|
|
|
|
|
By:
|
/s/ John Heard
|
|
|
Name: John Heard
|
|
|
Title: Authorized Signatory
|
|
|
|
|
|
Attention: Intentional misstatements or omissions
of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
Exhibit Index
Exhibit
|
Joint Filing Agreement dated as of March 8, 2021 by and between Abingworth LLP and Abingworth Bioventures 8, LP.
|