Amended Statement of Beneficial Ownership (sc 13d/a)
13 April 2023 - 6:34AM
Edgar (US Regulatory)
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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Pear Therapeutics,
Inc.
(Name of Issuer)
Class A Common
stock, $0.0001 par value per share
(Title of Class of Securities)
704723105
(CUSIP Number)
Rebecca Lucia
5AM Venture Management, LLC
501 2nd Street, Suite 350
San Francisco, CA 94107
(415) 993-8565
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 10, 2023
(Date of Event Which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and
is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
*
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).
CUSIP No. 704723105 |
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1. |
Names of Reporting Persons
5AM Ventures IV, L.P. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
¨ |
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(b) |
x (1) |
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3. |
SEC Use Only |
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4. |
Source of Funds (See Instructions)
WC |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
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6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared
Voting Power 0 shares of Class A Common Stock |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
0 shares of Class A Common Stock |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Class A Common Stock |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
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13. |
Percent of Class Represented by Amount in Row (11)
0.0% |
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14. |
Type of Reporting Person (See Instructions)
PN |
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| (1) | This Schedule 13D is filed by 5AM Ventures IV, L.P. (“5AM IV”), 5AM Co-Investors IV, L.P.
(“5AM Co-Investors IV”), 5AM Partners IV, LLC (“5AM Partners IV”), 5AM Opportunities I, L.P. (“5AM Opportunities”),
5AM Opportunities I (GP), LLC (“5AM Opportunities GP”), Dr. John D. Diekman (“Diekman”), Dr. Scott M. Rocklage
(“Rocklage”) and Andrew J. Schwab (“Schwab” and, with 5AM IV, 5AM Co-Investors IV, 5AM Partners IV, 5AM Opportunities,
5AM Opportunities GP, Diekman and Rocklage, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim
status as a “group” for purposes of this Schedule 13D. |
CUSIP No. 704723105 |
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1. |
Names of Reporting Persons
5AM Co-Investors IV, L.P. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
¨ |
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(b) |
x (1) |
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3. |
SEC Use Only |
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4. |
Source of Funds (See Instructions)
WC |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
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6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
0 shares of Class A Common Stock |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
0 shares of Class A Common Stock |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Class A Common Stock |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent
of Class Represented by Amount in Row (11)
0.0% |
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14. |
Type of Reporting Person (See Instructions)
PN |
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| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13D. |
CUSIP No. 704723105 |
|
1. |
Names of Reporting Persons
5AM Partners IV, LLC |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
¨ |
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(b) |
x (1) |
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3. |
SEC Use Only |
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4. |
Source of Funds (See Instructions)
AF |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
0 shares of Class A Common Stock |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
0 shares of Class A Common Stock |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Class A Common Stock |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
0.0% |
|
14. |
Type of Reporting Person (See Instructions)
OO |
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| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13D. |
CUSIP No. 704723105 |
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1. |
Names of Reporting Persons
5AM Opportunities I, L.P. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
¨ |
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(b) |
x (1) |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
WC |
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared
Voting Power 0 shares of Class A Common Stock |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
0 shares of Class A Common Stock |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Class A Common Stock |
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
0.0% |
|
14. |
Type of Reporting Person (See Instructions)
PN |
|
|
|
|
|
|
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13D. |
CUSIP No. 704723105 |
|
1. |
Names of Reporting Persons
5AM Opportunities I (GP), LLC |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
¨ |
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(b) |
x (1) |
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3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
AF |
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
0 shares of Class A Common Stock |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
0 shares of Class A Common Stock |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Class A Common Stock |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent
of Class Represented by Amount in Row (11)
0.0% |
|
14. |
Type of Reporting Person (See Instructions)
OO |
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|
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|
|
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13D. |
CUSIP No. 704723105 |
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1. |
Names of Reporting Persons
Dr. John D. Diekman |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
¨ |
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(b) |
x (1) |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
AF |
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
6. |
Citizenship or Place of Organization
United States of America |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
0 shares of Class A Common Stock |
9. |
Sole Dispositive Power
0 |
10. |
Shared
Dispositive Power
0 shares of Class A Common Stock |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Class A Common Stock |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
0.0% |
|
14. |
Type of Reporting Person (See Instructions)
IN |
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|
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| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13D. |
CUSIP No. 704723105 |
|
1. |
Names of Reporting Persons
Dr. Scott M. Rocklage |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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|
(a) |
¨ |
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(b) |
x (1) |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
AF |
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
6. |
Citizenship or Place of Organization
United States of America |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
0 shares of Class A Common Stock |
9. |
Sole Dispositive Power
0 |
10. |
Shared
Dispositive Power
0 shares of Class A Common Stock |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Class A Common Stock |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
0.0% |
|
14. |
Type of Reporting Person (See Instructions)
IN |
|
|
|
|
|
|
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13D. |
CUSIP No. 704723105 |
|
1. |
Names of Reporting Persons
Andrew J. Schwab |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
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(b) |
x (1) |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
AF |
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
6. |
Citizenship or Place of Organization
United States of America |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
0 shares of Class A Common Stock |
9. |
Sole Dispositive Power
0 |
10. |
Shared
Dispositive Power
0 shares of Class A Common Stock |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Class A Common Stock |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
0.0% |
|
14. |
Type of Reporting Person (See Instructions)
IN |
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| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13D. |
Explanatory
Note: This Amendment No. 2 (the “Amendment”), which amends the Schedule 13D
filed with the Securities and Exchange Commission (the “SEC”) on December 13, 2021, as amended by Amendment No. 1 filed with
the SEC on September 16, 2022 (as amended, the “Original Schedule 13D”) filed on behalf of 5AM Ventures IV, L.P. (“5AM
IV”), 5AM Co-Investors IV, L.P. (“5AM Co-Investors IV”), 5AM Partners IV, LLC (“5AM Partners IV”), 5AM
Opportunities I, L.P. (“5AM Opportunities”), 5AM Opportunities I (GP), LLC (“5AM Opportunities GP”), Dr. John
D. Diekman (“Diekman”), Dr. Scott M. Rocklage (“Rocklage”) and Andrew J. Schwab (“Schwab” and, with
5AM Partners IV, 5AM IV, Co-Investors IV, 5AM Opportunities, 5AM Opportunities GP, Diekman and Rocklage, collectively, the “Reporting
Persons”), relates to the Class A Common Stock, $0.0001 par value (“Class A Common Stock”) of Pear Therapeutics, Inc.,
a Delaware corporation. This Amendment is being filed by the Reporting Persons to report open market sales of Class A Common Stock on
April 10, 2023 and April 11, 2023. Accordingly, the number of securities beneficially owned by the Reporting Persons has decreased as
described in Items 4 and 5 below.
Items 4 and 5 of the Original Schedule 13D are
hereby amended and supplemented to the extent hereinafter expressly set forth and, except as amended and supplemented hereby, the Original
Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment but not defined herein shall have the meanings
ascribed thereto in the Original Schedule 13D.
| Item 4. | Purpose of Transaction |
Item 4 of the Original Schedule 13D is hereby amended and supplemented
by adding the following paragraph at the end of Item 4:
On April 10, 2023, 5AM IV sold 12,836,489 shares of Class A Common Stock, 5AM Co-Investors IV sold 534,855 shares of Class A Common Stock
and 5AM Opportunities sold 3,172,769 shares of Class A Common Stock, each in open market transactions at prices ranging from $0.11 to
$0.19 per share (a weighted-average price of $0.12 per share).
On April 11, 2023, 5AM Opportunities sold 200,000 shares of Class A Common
Stock in open market transactions at prices ranging from $0.12 to $0.13 per share (a weighted-average price of $0.12 per share).
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Original Schedule
13D is hereby amended and restated in its entirety as follows:
| (a)–
(b). | The
following information with respect to the ownership of the Class A Common Stock of the Issuer
by the persons filing this statement on Schedule 13D is provided as of April 12, 2023: |
Reporting Persons | |
Shares Held Directly | | |
Sole Voting Power | | |
Shared Voting Power | | |
Sole Dispositive Power | | |
Shared Dispositive Power | | |
Beneficial Ownership | | |
Percentage of Class | |
5AM IV | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0.0 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
5AM Co-Investors IV | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0.0 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
5AM Partners IV | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0.0 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
5AM Opportunities | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0.0 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
5AM Opportunities GP | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0.0 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Diekman | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0.0 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Rocklage | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0.0 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Schwab | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0.0 | % |
(c) | Except as set forth herein, none of the Reporting Persons has effected any transactions in shares of the
Issuer’s Class A Common Stock during the last 60 days. |
(d) | No other person is known to have the right to receive or the power to direct the receipt of dividends
from, or any proceeds from the sale of, the shares of Class A Common Stock beneficially owned by any of the Reporting Persons. |
(e) | The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock
on April 10, 2023. |
| Item 7. | Material to be Filed as Exhibits |
| A. | Joint Filing Agreement, dated December
13, 2021 (incorporated by reference to the Original Schedule 13D, filed on December 13, 2021). |
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.
Dated: April 12, 2023 |
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5AM Ventures IV, L.P. |
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By: |
5AM Partners IV, LLC |
|
its |
General Partner |
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By: |
/s/ Andrew J. Schwab |
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Name: |
Andrew J. Schwab |
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Title: |
Managing Member |
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5AM Co-Investors IV, L.P. |
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By: |
5AM Partners IV, LLC |
|
its |
General Partner |
|
|
|
By: |
/s/ Andrew J. Schwab |
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Name: |
Andrew J. Schwab |
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Title: |
Managing Member |
|
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|
5AM Partners IV, LLC |
|
|
|
By: |
/s/ Andrew J. Schwab |
|
|
Name: |
Andrew J. Schwab |
|
|
Title: |
Managing Member |
|
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|
5AM Opportunities I, L.P. |
|
|
|
By: |
5AM Opportunities I (GP), LLC |
|
its |
General Partner |
|
|
|
By: |
/s/ Andrew J. Schwab |
|
|
Name: |
Andrew J. Schwab |
|
|
Title: |
Managing Member |
|
|
|
5AM Opportunities I (GP), LLC |
|
|
|
By: |
/s/ Andrew J. Schwab |
|
|
Name: |
Andrew J. Schwab |
|
|
Title: |
Managing Member |
|
|
|
/s/ Dr. John D. Diekman |
|
Dr. John D. Diekman |
|
|
|
/s/ Dr. Scott M. Rocklage |
|
Dr. Scott M. Rocklage |
|
|
|
/s/ Andrew J. Schwab |
|
Andrew J. Schwab |
|
|
ATTENTION |
|
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
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