Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
14 February 2024 - 6:24AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(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. 4)*
Aclaris
Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.00001
(Title of Class of
Securities)
00461U105
(CUSIP Number)
December 31, 2023
(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 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 1 of 12
Exhibit Index on Page 11
CUSIP # 00461U105 | |
Page 2 of 12 |
1 |
NAME OF REPORTING PERSONS Foresite Capital Fund IV, L.P. (“FCF IV”) |
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
0 shares |
6 |
SHARED VOTING POWER
See response to row 5. |
7 |
SOLE DISPOSITIVE POWER
0 shares |
8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.0% |
12 |
TYPE OF REPORTING PERSON |
PN |
CUSIP # 00461U105 | |
Page 3 of 12 |
1 |
NAME OF REPORTING PERSONS Foresite Capital Management IV, LLC (“FCM IV”) |
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
0 shares |
6 |
SHARED VOTING POWER
See response to row 5. |
7 |
SOLE DISPOSITIVE POWER
0 shares |
8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.0% |
12 |
TYPE OF REPORTING PERSON |
OO |
CUSIP # 00461U105 | |
Page 4 of 12 |
1 |
NAME OF REPORTING PERSONS Foresite Capital Fund V, L.P. (“FCF V”) |
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
0 shares |
6 |
SHARED VOTING POWER
See response to row 5. |
7 |
SOLE DISPOSITIVE POWER
0 shares |
8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.0% |
12 |
TYPE OF REPORTING PERSON |
PN |
CUSIP # 00461U105 | |
Page 5 of 12 |
1 |
NAME OF REPORTING PERSONS Foresite Capital Management V, LLC (“FCM V”) |
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
0 shares |
6 |
SHARED VOTING POWER
See response to row 5. |
7 |
SOLE DISPOSITIVE POWER
0 shares |
8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.0% |
12 |
TYPE OF REPORTING PERSON |
OO |
CUSIP # 00461U105 | |
Page 6 of 12 |
1 |
NAME OF REPORTING PERSONS James Tananbaum (“Tananbaum”) |
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
0 shares |
6 |
SHARED VOTING POWER
See response to row 5. |
7 |
SOLE DISPOSITIVE POWER
0 shares |
8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.0% |
12 |
TYPE OF REPORTING PERSON |
IN |
CUSIP # 00461U105 | |
Page 7 of 12 |
Aclaris Therapeutics, Inc. (the “Issuer”)
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
701 Lee Road, Suite 103
Wayne, PA 19087
| ITEM 2(A). | NAME OF PERSONS FILING |
This Schedule is filed by Foresite Capital
Fund IV, L.P., a Delaware limited partnership (“FCF IV”), Foresite Capital Management IV, LLC, a Delaware limited liability
company (“FCM IV”), Foresite Capital Fund V, L.P., a Delaware limited partnership (“FCF V”), Foresite Capital
Management V, LLC, a Delaware limited liability company (“FCM V”), and James Tananbaum. 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 Foresite Capital Management
900 Larkspur Landing Circle, Suite 150
Larkspur, CA 94939
See Row 4 of cover page for each Reporting
Person.
| ITEM 2(D). | TITLE OF CLASS OF SECURITIES |
Common Stock, par value $0.00001
00461U105
| 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.
CUSIP # 00461U105 | |
Page 8 of 12 |
The following information with respect to the ownership of
the Common Stock of the Issuer by the persons filing this Statement is provided as of December 31, 2023:
| (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.
| (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 |
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: x
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
Under certain circumstances set forth in
the limited partnership agreements of FCF IV and FCF V and the limited liability company agreements of FCM IV and FCM V 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 directly or indirectly 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
CUSIP # 00461U105 | |
Page 9 of 12 |
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 # 00461U105 | |
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: February 13, 2024
|
FORESITE CAPITAL
FUND IV, L.P. |
|
|
|
|
By: |
FORESITE CAPITAL
MANAGEMENT IV, LLC |
|
Its: |
General Partner |
|
|
|
|
By: |
/s/ James Tananbaum |
|
Name: |
James Tananbaum |
|
Title: |
Managing Member |
|
|
|
|
FORESITE CAPITAL
MANAGEMENT IV, LLC |
|
|
|
|
By: |
/s/ James Tananbaum |
|
Name: |
James Tananbaum |
|
Title: |
Managing Member |
|
|
|
|
FORESITE CAPITAL
FUND V, L.P. |
|
|
|
|
By: |
FORESITE CAPITAL MANAGEMENT
V, LLC |
|
Its: |
General Partner |
|
|
|
|
By: |
/s/ James Tananbaum |
|
Name: |
James Tananbaum |
|
Title: |
Managing Member |
|
|
|
|
FORESITE CAPITAL
MANAGEMENT V, LLC |
|
|
|
|
By: |
/s/ James Tananbaum |
|
Name: |
James Tananbaum |
|
Title: |
Managing Member |
|
|
|
|
JAMES TANANBAUM |
|
|
|
|
By: |
/s/ James Tananbaum |
|
Name: |
James Tananbaum |
CUSIP # 00461U105 | |
Page 11 of 12 |
EXHIBIT INDEX
CUSIP # 00461U105 | |
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. Note that a copy of the applicable Agreement of Joint Filing is already on file with the appropriate agencies.
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