CUSIP
No. 89620X506
|
13D
|
Page
2 of 22 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Growth
Equity Opportunities Fund V, LLC
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☒
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
WC
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
Limited Liability Company
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
6,586,363
shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
6,586,363
shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,586,363
shares (1)
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
|
|
|
(1)
|
Includes only shares directly held by Growth Equity Opportunities Fund V, LLC (“GEO V”).
GEO V may be deemed to be part of a voting group and may be deemed to have beneficial ownership of the shares held by such voting group.
See Item 4 and Item 5.
|
CUSIP
No. 89620X506
|
13D
|
Page
3 of 22 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
New
Enterprise Associates 16, L.P.
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
Limited Partnership
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
6,586,363
shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
6,586,363
shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,586,363
shares (1)
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
|
(1)
|
Includes only shares directly held by GEO V. GEO V may be deemed to be part of a voting group and may
be deemed to have beneficial ownership of the shares held by such voting group. See Item 4 and Item 5.
|
CUSIP
No. 89620X506
|
13D
|
Page
4 of 22 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NEA
Partners 16, L.P.
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
Limited Partnership
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
6,586,363
shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
6,586,363
shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,586,363
shares (1)
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
|
(1)
|
Includes only shares directly held by GEO V. GEO V may be deemed to be part of a voting group and may
be deemed to have beneficial ownership of the shares held by such voting group. See Item 4 and Item 5.
|
CUSIP
No. 89620X506
|
13D
|
Page
5 of 22 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NEA
16 GP, LLC
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
Limited Liability Company
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
6,586,363
shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
6,586,363
shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,586,363
shares (1)
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
|
|
|
(1)
|
Includes only shares directly held by GEO V. GEO V may be deemed to be part of a voting group and may
be deemed to have beneficial ownership of the shares held by such voting group. See Item 4 and Item 5.
|
CUSIP
No. 89620X506
|
13D
|
Page
6 of 22 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Forest
Baskett
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
6,586,363
shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
6,586,363
shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,586,363
shares (1)
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
|
(1)
|
Includes only shares directly held by GEO V. GEO V may be deemed to be part of a voting group and may
be deemed to have beneficial ownership of the shares held by such voting group. See Item 4 and Item 5.
|
CUSIP
No. 89620X506
|
13D
|
Page
7 of 22 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ali
Behbahani
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
6,586,363
shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
6,586,363
shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,586,363
shares (1)
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
|
(1)
|
Includes only shares directly held by GEO V. GEO V may be deemed to be part of a voting group and may
be deemed to have beneficial ownership of the shares held by such voting group. See Item 4 and Item 5.
|
CUSIP
No. 89620X506
|
13D
|
Page
8 of 22 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Carmen
Chang
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
6,586,363
shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
6,586,363
shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,586,363
shares (1)
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
|
(1)
|
Includes only shares directly held by GEO V. GEO V may be deemed to be part of a voting group and may
be deemed to have beneficial ownership of the shares held by such voting group. See Item 4 and Item 5.
|
CUSIP
No. 89620X506
|
13D
|
Page
9 of 22 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Anthony
A. Florence, Jr.
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
6,586,363
shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
6,586,363
shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,586,363
shares (1)
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
|
(1)
|
Includes only shares directly held by GEO V. GEO V may be deemed to be part of a voting group and may
be deemed to have beneficial ownership of the shares held by such voting group. See Item 4 and Item 5.
|
CUSIP
No. 89620X506
|
13D
|
Page
10 of 22 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mohamad
H. Makhzoumi
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
6,586,363
shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
6,586,363
shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,586,363
shares (1)
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
|
(1)
|
Includes only shares directly held by GEO V. GEO V may be deemed to be part of a voting group and may
be deemed to have beneficial ownership of the shares held by such voting group. See Item 4 and Item 5.
|
CUSIP
No. 89620X506
|
13D
|
Page
11 of 22 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Scott
D. Sandell
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
6,586,363
shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
6,586,363
shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,586,363
shares (1)
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
|
(1)
|
Includes only shares directly held by GEO V. GEO V may be deemed to be part of a voting group and may
be deemed to have beneficial ownership of the shares held by such voting group. See Item 4 and Item 5.
|
CUSIP
No. 89620X506
|
13D
|
Page
12 of 22 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter
W. Sonsini
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
6,586,363
shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
6,586,363
shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,586,363
shares (1)
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
|
(1)
|
Includes only shares directly held by GEO V. GEO V may be deemed to be part of a voting group and may
be deemed to have beneficial ownership of the shares held by such voting group. See Item 4 and Item 5.
|
CUSIP
No. 89620X506
|
13D
|
Page
13 of 22 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Paul
Walker
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
6,586,363
shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
6,586,363
shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,586,363
shares (1)
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
|
(1)
|
Includes only shares directly held by GEO V. GEO V may be deemed to be part of a voting group and may
be deemed to have beneficial ownership of the shares held by such voting group. See Item 4 and Item 5.
|
CUSIP
No. 89620X506
|
13D
|
Page
14 of 22 Pages
|
Item
1. Security and Issuer.
This
Amendment No. 4 (“Amendment No. 4”) to Schedule 13D amends and supplements the Schedule 13D originally filed on June 9, 2017,
Amendment No. 1 thereto filed on December 5, 2017, Amendment No. 2 thereto filed on March 4, 2019 and Amendment No. 3 thereto filed on
February 4, 2020 relating to the common shares, without nominal or par value (the “Common Stock”) of Trillium Therapeutics
Inc. (the “Issuer”) having its principal executive office at c/o Trillium Therapeutics USA Inc., 100 CambridgePark Drive,
Suite 510, Cambridge, Massachusetts, 02140.
Certain
terms used but defined in this Amendment No. 4 have the meanings assigned thereto in the Schedule 13D (including Amendment No. 1, Amendment
No. 2 and Amendment No. 3 thereto). Except as specifically provided herein, this Amendment No. 4 does not modify any of the information
previously reported on the Schedule 13D (including Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto).
Item
2. Identity and Background.
This
statement is being filed by:
(a)
Growth Equity Opportunities Fund V, LLC (“GEO”);
(b)
New Enterprise Associates 16, L.P. (“NEA 16”), which is the sole member of GEO, NEA Partners 16, L.P. (“NEA Partners
16”), which is the sole general partner of NEA 16; and NEA 16 GP, LLC (“NEA 16 LLC” and, together with NEA Partners
16, the “Control Entities”), which is the sole general partner of NEA Partners 16; and
(c)
Forest Baskett (“Baskett”), Ali Behbahani (“Behbahani”), Carmen Chang (“Chang”) Anthony A Florence,
Jr. (“Florence”), Mohamad H. Makhzoumi (“Makhzoumi”), Scott D. Sandell (“Sandell”), Peter W. Sonsini
(“Sonsini”) and Paul Walker (“Walker”) (together, the “Managers”) Joshua Makower (“Makower”)
and David M. Mott (“Mott”),. The Managers are the managers of NEA 16 LLC.
The
persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting
Persons.”
The
address of the principal business office of GEO, NEA 16 and each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring
Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Behbahani is New Enterprise Associates, 5425 Wisconsin
Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Baskett, Chang, Makhzoumi, Sonsini and Walker
is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence
is New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, NY 10001.
The
principal business of GEO and NEA 16 is to invest in and assist growth-oriented businesses located principally in the United States.
The principal business of NEA Partners 16 is to act as the sole general partner of NEA 16. The principal business of NEA 16 LLC is to
act as the sole general partner of NEA Partners 16. The principal business of each of the Managers is to manage the Control Entities,
GEO and a number of affiliated partnerships with similar businesses.
During
the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party
to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
GEO
and NEA 16 LLC are limited liability companies organized under the laws of the State of Delaware. NEA 16 and NEA Partners 16 are limited
partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
CUSIP
No. 89620X506
|
13D
|
Page
15 of 22 Pages
|
Item
4. Purpose of Transaction.
On
August 20, 2021, the Issuer entered into a definitive arrangement agreement (the “Arrangement Agreement”) with Pfizer Inc.
(“Pfizer”) and PF Argentum Acquisition ULC (“PF Argentum”), under which PF Argentum will acquire all of the issued
and outstanding common shares and first preferred shares of the Issuer not owned by PF Argentum and its affiliates at $18.50 per share
in cash (the “Arrangement”). In connection with the Arrangement Agreement, GEO and certain other stockholders of the Issuer
(each a “Stockholder” and together the “Stockholders”) entered into voting and support agreements (the “Voting
Agreement”) with PF Argentum pursuant to which each Stockholder agreed, among other things, and subject to the terms and conditions
of the Voting Agreement, to vote their shares of Common Stock in favor of the adoption of the Arrangement Agreement, the Arrangement
and other transactions contemplated thereby. The Voting Agreement will automatically terminate upon certain events, including the
termination of the Arrangement Agreement.
As
a result of the Voting Agreement, the Reporting Persons may be deemed to be members of a “group” with the parties to the
Voting Agreement.[1]
The
foregoing description of the Voting Agreement is qualified in its entirety by reference to the Voting Agreement, which is attached as
Exhibit 99.1 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission (“SEC”) August 23, 2021 and
incorporated herein by reference.
Subject
to the terms of the Voting Agreement and depending on market conditions, its continuing evaluation of the business and prospects of the
Issuer and other factors, GEO and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth
above, none of the Reporting Persons has any present plans which relate to or would result in:
|
(a)
|
The acquisition
by any person of additional securities of the Issuer, or the disposition of securities of
the Issuer;
|
|
(b)
|
An extraordinary
corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer
or any of its subsidiaries;
|
|
(c)
|
A sale or
transfer of a material amount of assets of the Issuer or any of its subsidiaries;
|
|
(d)
|
Any change
in the present board of directors or management of the Issuer, including any plans or proposals
to change the number or term of directors or to fill any existing vacancies on the board;
|
|
(e)
|
Any material
change in the present capitalization or dividend policy of the Issuer;
|
|
(f)
|
Any other
material change in the Issuer’s business or corporate structure;
|
|
(g)
|
Changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any person;
|
|
(h)
|
Causing
a class of securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a registered
national securities association;
|
|
(i)
|
A class
of equity securities of the Issuer becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934; or
|
|
(j)
|
Any action
similar to any of those enumerated above.
|
__________________________
[1]
See the Schedule 13D or 13G (or an amendment thereto to the extent any material change in the
facts set forth in any Schedule 13D or 13G previously filed by any other Stockholder has occurred) filed, or that the Reporting Persons
anticipate will be filed, separately by each Stockholder, which includes, or will include, information regarding the other Stockholder’s
jurisdiction of organization, principal business and address of principal office.
CUSIP
No. 89620X506
|
13D
|
Page
16 of 22 Pages
|
Item
5. Interest in Securities of the Issuer.
|
(a)
|
GEO
is the record owner of the GEO Shares. As the sole member of GEO, NEA 16 may be deemed to
own beneficially the GEO Shares. As the general partner of NEA 16, NEA Partners 16 may be
deemed to own beneficially the GEO Shares. As the sole general partner of NEA Partners 16,
NEA 16 LLC may be deemed to own beneficially the GEO Shares. As members of NEA 16 LLC, each
of the Managers may be deemed to own beneficially the GEO Shares.
|
Each
Reporting Person disclaims beneficial ownership of the GEO Shares and the shares held by other Stockholders other than those shares which
such person owns of record.
The
percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth
on Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated based on 104,814,674 shares of Common Stock reported
to be outstanding on the Issuer’s Form 10-Q, filed with the SEC on August 10, 2021.
|
(b)
|
Regarding
the number of shares as to which such person has:
|
|
(i)
|
sole
power to vote or to direct the vote: See line 7 of cover sheets
|
|
(ii)
|
shared
power to vote or to direct the vote: See line 8 of cover sheets
|
|
(iii)
|
sole
power to dispose or to direct the disposition: See line 9 of cover sheets
|
|
(iv)
|
shared
power to dispose or to direct the disposition: See line 10 of cover sheets
|
|
(c)
|
Except as set forth in Item 3 above, none of the Reporting Persons has
effected any transaction in the 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, Shares beneficially owned by any of the Reporting Persons.
|
|
(e)
|
Each of Makower and Mott has ceased to own beneficially five percent (5%)
or more of the Issuer’s Common Stock as a result of ceasing to be a manager of NEA 16 LLC.
|
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The
information provided and incorporated by reference in Item 4 is hereby incorporated by reference.
Item
7. Material to Be Filed as Exhibits.
Exhibit
1 – Agreement regarding filing of joint Schedule 13D.
Exhibit
2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
CUSIP
No. 89620X506
|
13D
|
Page
17 of 22 Pages
|
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
EXECUTED
this 31st day of August, 2021.
GROWTH
EQUITY OPPORTUNITIES FUND V, LLC
|
By:
|
NEW
ENTERPRISE ASSOCIATES 16, L.P.
Sole Member
|
By:
NEA PARTNERS 16, L.P.
General
Partner
|
By:
|
NEA
16 GP, LLC
General Partner
|
By: *
Louis S. Citron
Chief
Legal Officer
NEW
ENTERPRISE ASSOCIATES 16, L.P.
|
By:
|
NEA
PARTNERS 16, L.P.
General Partner
|
|
By:
|
NEA
16 GP, LLC
General Partner
|
By:
*
Louis S. Citron
Chief
Legal Officer
NEA
PARTNERS 16, L.P.
|
By:
|
NEA
16 GP, LLC
General Partner
|
By:
*
Louis S. Citron
Chief
Legal Officer
NEA
16 GP, LLC
By: *
Louis S. Citron
Chief
Legal Officer
CUSIP
No. 89620X506
|
13D
|
Page
18 of 22 Pages
|
*
Forest
Baskett
*
Ali
Behbahani
*
Carmen
Chang
*
Anthony
A. Florence, Jr.
*
Mohamad
H. Makhzoumi
*
Joshua
Makower
*
David M. Mott
*
Scott
D. Sandell
*
Peter
W. Sonsini
*
Paul
Walker
*/s/
Sasha O. Keough
Sasha
O. Keough
As
attorney-in-fact
This Amendment No. 4 to Schedule 13D was executed by Sasha O. Keough
on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
CUSIP
No. 89620X506
|
13D
|
Page
19 of 22 Pages
|
EXHIBIT
1
AGREEMENT
Pursuant
to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the
information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of
Trillium Therapeutics Inc.
EXECUTED
this 31st day of August, 2021.
GROWTH
EQUITY OPPORTUNITIES FUND V, LLC
|
By:
|
NEW
ENTERPRISE ASSOCIATES 16, L.P.
Sole Member
|
By:
NEA PARTNERS 16, L.P.
General
Partner
|
By:
|
NEA
16 GP, LLC
General Partner
|
By: *
Louis S. Citron
Chief
Legal Officer
NEW
ENTERPRISE ASSOCIATES 16, L.P.
|
By:
|
NEA
PARTNERS 16, L.P.
General Partner
|
|
By:
|
NEA
16 GP, LLC
General Partner
|
By:
*
Louis S. Citron
Chief
Legal Officer
NEA
PARTNERS 16, L.P.
|
By:
|
NEA
16 GP, LLC
General Partner
|
By:
*
Louis S. Citron
Chief
Legal Officer
NEA
16 GP, LLC
By: *
Louis S. Citron
Chief
Legal Officer
CUSIP
No. 89620X506
|
13D
|
Page
20 of 22 Pages
|
*
Forest
Baskett
*
Ali
Behbahani
*
Carmen
Chang
*
Anthony
A. Florence, Jr.
*
Mohamad
H. Makhzoumi
*
Joshua
Makower
*
David M. Mott
*
Scott
D. Sandell
*
Peter
W. Sonsini
*
Paul
Walker
*/s/
Sasha O. Keough
Sasha
O. Keough
As
attorney-in-fact
This Agreement relating to Schedule 13D was executed by Sasha O. Keough
on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
CUSIP
No. 89620X506
|
13D
|
Page
21 of 22 Pages
|
EXHIBIT
2
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie
Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of
substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed
on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager
of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits
thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when
and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes
as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes,
may lawfully do or cause to be done by virtue hereof.
IN
WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.
/s/
M. James Barrett
M.
James Barrett
/s/
Peter J. Barris
Peter
J. Barris
/s/
Forest Baskett
Forest
Baskett
/s/
Ali Behbahani
Ali
Behbahani
/s/
Colin Bryant
Colin
Bryant
/s/
Carmen Chang
Carmen
Chang
/s/
Anthony A. Florence, Jr.
Anthony
A. Florence, Jr.
/s/
Carol G. Gallagher
Carol
G. Gallagher
/s/
Dayna Grayson
Dayna
Grayson
/s/
Patrick J. Kerins
Patrick
J. Kerins
/s/
P. Justin Klein
P.
Justin Klein
CUSIP
No. 89620X506
|
13D
|
Page
22 of 22 Pages
|
/s/
Vanessa Larco
Vanessa
Larco
/s/
Joshua Makower
Joshua
Makower
/s/
Mohamad H. Makhzoumi
Mohamad
H. Makhzoumi
/s/
Edward T. Mathers
Edward
T. Mathers
/s/
David M. Mott
David
M. Mott
/s/
Sara M. Nayeem
Sara
M. Nayeem
/s/
Jason R. Nunn
Jason
R. Nunn
/s/
Gregory Papadopoulos
Gregory
Papadopoulos
/s/
Chetan Puttagunta
Chetan
Puttagunta
/s/
Jon Sakoda
Jon
Sakoda
/s/
Scott D. Sandell
Scott
D. Sandell
/s/
A. Brooke Seawell
A.
Brooke Seawell
/s/
Peter W. Sonsini
Peter
W. Sonsini
/s/
Melissa Taunton
Melissa
Taunton
/s/
Frank M. Torti
Frank
M. Torti
/s/
Ravi Viswanathan
Ravi
Viswanathan
/s/
Paul E. Walker
Paul
E. Walker
/s/
Rick Yang
Rick
Yang