ADVM Adverum Biotechnologies Inc

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.

 NAMES OF REPORTING PERSONS

 TCG Crossover GP II, LLC

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 20,763,572 (1)(2)

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 20,763,572 (1)(2)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 20,763,572 (1)(2)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 9.9% (2)(3)

 TYPE OF REPORTING PERSON (see instructions)

 OO

These securities are held of record by TCG Crossover II (as defined in Item 2(a) below). TCG Crossover GP II (as defined in Item 2(a) below) is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities.

Consists of (i) 20,083,395 shares of Common Stock (as defined in Item 2(d) below) of the Issuer (as defined in Item 1(a) below) and (ii) 680,177 shares of Common Stock, issuable upon exercise of certain Pre-Funded Warrants (as defined and described in the Form 8-K (as defined in footnote (3) below)). This total excludes 69,823 shares of Common Stock issuable upon exercise of certain Pre-Funded Warrants because the Pre-Funded Warrants may not be exercised to the extent that doing so would result in the holder of the Pre-Funded Warrants (together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates) beneficially owning more than 9.99% of the shares of Common Stock then outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”).

Based on 207,163,393 shares of Common Stock expected to be outstanding on February 8, 2024, following the closing of its private placement offerings, as disclosed by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on February 5, 2024 (the “Form 8-K”), plus 680,177 shares of Common Stock issuable upon exercise of certain Pre-Funded Warrants held of record by TCG Crossover II.

 NAMES OF REPORTING PERSONS

 TCG Crossover Fund II, L.P.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 20,763,572 (1)(2)

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 20,763,572 (1)(2)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 20,763,572 (1)(2)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 9.9% (2)(3)

 TYPE OF REPORTING PERSON (see instructions)

 PN

These securities are held of record by TCG Crossover II. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities.

Consists of (i) 20,083,395 shares of Common Stock held of record by TCG Crossover II and (ii) 680,177 shares of Common Stock, issuable upon exercise of certain Pre-Funded Warrants held of record by TCG Crossover II. This total excludes 69,823 shares of Common Stock issuable upon exercise of certain Pre-Funded Warrants as a result of the Beneficial Ownership Limitation.

Based on 207,163,393 shares of Common Stock outstanding, as disclosed by the Issuer in its Form 8-K, plus 680,177 shares of Common Stock issuable upon exercise of certain Pre-Funded Warrants held of record by TCG Crossover II.

 NAMES OF REPORTING PERSONS

 Chen Yu

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 United States of America

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 20,763,572 (1)(2)

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 20,763,572 (1)(2)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 20,763,572 (1)(2)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 9.9% (2)(3)

 TYPE OF REPORTING PERSON (see instructions)

 IN

These securities are held of record by TCG Crossover II. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities.

Consists of (i) 20,083,395 shares of Common Stock held of record by TCG Crossover II and (ii) 680,177 shares of Common Stock, issuable upon exercise of certain Pre-Funded Warrants held of record by TCG Crossover II. This total excludes 69,823 shares of Common Stock issuable upon exercise of certain Pre-Funded Warrants as a result of the Beneficial Ownership Limitation.

Based on 207,163,393 shares of Common Stock outstanding, as disclosed by the Issuer in its Form 8-K, plus 680,177 shares of Common Stock issuable upon exercise of certain Pre-Funded Warrants held of record by TCG Crossover II.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office, or if None, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Ownership.

Amount beneficially owned:

Percent of class:

Number of shares as to which the person has:

Sole power to vote or to direct the vote

Shared power to vote or to direct the vote

Sole power to dispose or to direct the disposition of

Shared power to dispose or to direct the disposition of

Except to the extent of his or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares of Common Stock, except for the shares, if any, such Reporting Person holds of record.

Ownership of Five Percent or Less of a Class.

Ownership of More Than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of the Group.

Certifications.