Amended Statement of Ownership (sc 13g/a)
14 February 2023 - 10:26PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Axcella Health
Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
05454B105
(CUSIP Number)
December 31,
2022
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
| * |
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. 05454B105
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|
|
|
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|
1 |
|
NAMES OF REPORTING PERSONS
HarbourVest Partners L.P.
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|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5 |
|
SOLE VOTING POWER
0
|
|
|
6 |
|
SHARED VOTING POWER
6,207,929
|
|
|
7 |
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SOLE DISPOSITIVE POWER
0
|
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|
8 |
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SHARED DISPOSITIVE POWER
6,207,929
|
|
|
|
|
|
|
|
|
9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,207,929
|
|
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)
8.4%
|
|
12 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
|
CUSIP No. 05454B105
|
|
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
HarbourVest Partners, LLC
|
|
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
Delaware
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5 |
|
SOLE VOTING POWER
0
|
|
|
6 |
|
SHARED VOTING POWER
6,207,929
|
|
|
7 |
|
SOLE DISPOSITIVE POWER
0
|
|
|
8 |
|
SHARED DISPOSITIVE POWER
6,207,929
|
|
|
|
|
|
|
|
|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,207,929
|
|
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)
8.4%
|
|
12 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
|
CUSIP No. 05454B105
|
|
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
SMRS-TOPE LLC
|
|
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
Delaware
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5 |
|
SOLE VOTING POWER
6,207,929
|
|
|
6 |
|
SHARED VOTING POWER
0
|
|
|
7 |
|
SOLE DISPOSITIVE POWER
6,207,929
|
|
|
8 |
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,207,929
|
|
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)
8.4%
|
|
12 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP No. 05454B105
|
|
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
HVST-TOPE LLC
|
|
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
Delaware
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5 |
|
SOLE VOTING POWER
0
|
|
|
6 |
|
SHARED VOTING POWER
6,207,929
|
|
|
7 |
|
SOLE DISPOSITIVE POWER
0
|
|
|
8 |
|
SHARED DISPOSITIVE POWER
6,207,929
|
|
|
|
|
|
|
|
|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,207,929
|
|
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)
8.4%
|
|
12 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP No. 05454B105
Axcella Health Inc. (the “Issuer”)
| |
(b) |
Address of Issuer’s Principal Executive
Offices:
|
840 Memorial Drive
Cambridge, MA 02139
(857) 320-2200
| |
(a) |
Name of Person Filing:
|
HarbourVest Partners, LLC
HarbourVest Partners L.P.
HVST-TOPE LLC
SMRS-TOPE LLC
SMRS-TOPE LLC, HVST-TOPE LLC, HarbourVest Partners L.P. and
HarbourVest Partners, LLC have entered into a Joint Filing
Agreement, dated February 5, 2020, a copy of which is filed as
Exhibit 99.1 to the Schedule 13G filed on February 5, 2020,
pursuant to which such reporting persons agreed to file this
statement and amendments thereto jointly in accordance with the
provisions of Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934.
| |
(b) |
Address of Principal Business Office or, if none,
Residence:
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The principal business office of each reporting person is One
Financial Center, Boston, MA 02111.
Reporting entities are all organized and exist under the laws of
the State of Delaware.
| |
(d) |
Title of Class of Securities:
|
Common stock, par value $0.001 per share
05454B105
| Item 3. |
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:
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(a)
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☐ |
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Broker or dealer registered under section 15 of
the Act (15 U.S.C. 78o); |
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(b)
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☐ |
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Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c); |
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(c)
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☐ |
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Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c); |
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(d)
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☐ |
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Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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(e)
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☐ |
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An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E); |
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(f)
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☐ |
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An employee benefit plan or endowment fund in
accordance with §240.13d-1(b)(1)(ii)(F); |
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(g)
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☐ |
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A parent holding company or control person in
accordance with §240.13d-1(b)(1)(ii)(G); |
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(h)
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☐ |
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A savings associations as defined in
Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
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(i)
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☐ |
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A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3); |
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(j)
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☐ |
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A non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
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(k)
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☐ |
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
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N/A
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Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified
in Item 1.
| (a) |
Amount beneficially owned:
|
Consists of 6,207,929 shares of common stock owned directly by
SMRS-TOPE LLC. HarbourVest Partners, LLC (“HarbourVest”) is the
General Partner of HarbourVest Partners L.P., which is the Manager
of HVST-TOPE LLC, which is the Managing Member of SMRS-TOPE LLC.
Each of HarbourVest, HarbourVest Partners L.P. and HVST-TOPE LLC
may be deemed to have a beneficial interest in the shares held by
SMRS-TOPE LLC.
Voting and investment power over the securities owned directly by
SMRS-TOPE LLC is exercised by the Investment Committee of
HarbourVest. Each of HarbourVest, HarbourVest Partners L.P. and
HVST-TOPE LLC and the members of the HarbourVest Investment
Committee disclaim beneficial ownership of the shares held directly
by SMRS-TOPE LLC.
8.4% (based on 73,554,837 shares of common stock outstanding as of
October 28, 2022 as reported in the Issuer’s quarterly report
on Form 10-Q, as filed with
the Securities and Exchange Commission on November 1,
2022).
| (c) |
Number of shares as to which the person
has:
|
| |
(i) |
Sole power to vote or to direct the vote:
|
SMRS-TOPE LLC has the sole power to vote or to direct the vote
6,207,929 shares of common stock.
| |
(ii) |
Shared power to vote or to direct the vote:
|
HarbourVest, HarbourVest Partners L.P. and HVST-TOPE LLC may be
deemed to have shared power to vote or direct the vote of 6,207,929
shares of common stock. Each of HarbourVest, HarbourVest Partners
L.P. and HVST-TOPE LLC disclaim such beneficial ownership of such
shares.
| |
(iii) |
Sole power to dispose or to direct the
disposition:
|
SMRS-TOPE LLC has the sole power to dispose or to direct the
disposition of 6,207,929 shares of common stock.
| |
(iv) |
Shared power to dispose or to direct the
disposition:
|
HarbourVest, HarbourVest Partners L.P. and HVST-TOPE LLC may be
deemed to have shared power to dispose or direct the disposition of
6,207,929 shares of common stock. Each of HarbourVest, HarbourVest
Partners L.P. and HVST-TOPE LLC disclaim such beneficial ownership
of such shares.
| 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 ☐:
| Item 6. |
Ownership of More than Five Percent on Behalf of
Another Person.
|
See item 4 above.
| Item 7. |
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding
Company or Control Person.
|
Not Applicable.
| Item 8. |
Identification and Classification of Members of the
Group.
|
Not Applicable.
| Item 9. |
Notice of Dissolution of Group.
|
Not Applicable.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and 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.
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 14, 2023
|
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HARBOURVEST PARTNERS, LLC
|
|
|
| By: |
|
/s/ Adam
Freedman |
| Name: |
|
Adam Freedman |
| Title: |
|
Chief Compliance Officer |
|
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|
|
HARBOURVEST PARTNERS L.P.
|
|
| By: HarbourVest Partners, LLC, its
General Partner |
|
|
| By: |
|
/s/ Adam
Freedman |
| Name: |
|
Adam Freedman |
| Title: |
|
Chief Compliance Officer |
|
|
|
|
HVST-TOPE LLC
|
|
| By: HarbourVest Partners L.P., its
Manager |
| By: HarbourVest Partners, LLC, its
General Partner |
|
|
| By: |
|
/s/ Adam
Freedman |
| Name: |
|
Adam Freedman |
| Title: |
|
Chief Compliance Officer |
|
|
|
|
SMRS-TOPE LLC
|
|
| By: HVST-TOPE LLC, its Managing
Member |
| By: HarbourVest Partners L.P., its
Manager |
| By: HarbourVest Partners, LLC, its
General Partner |
|
|
| By: |
|
/s/ Adam
Freedman |
| Name: |
|
Adam Freedman |
| Title: |
|
Chief Compliance Officer |
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