Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 4:43PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
Prevail
Therapeutics Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per
share
(Title of Class of Securities)
74140Y101
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
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x
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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*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).
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
RA Capital Management, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(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
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Delaware
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
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5.
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Sole Voting Power
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0
shares
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6.
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Shared Voting Power
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0 shares
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7.
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Sole Dispositive Power
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0 shares
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8.
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Shared Dispositive Power
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0 shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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¨
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11.
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Percent of Class Represented by Amount in Row
(9)
0.0%
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12.
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Type of Reporting Person (See Instructions)
IA, PN
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Peter Kolchinsky
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(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
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United States
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
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5.
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Sole Voting Power
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0
shares
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6.
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Shared Voting Power
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0 shares
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7.
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Sole Dispositive Power
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0 shares
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8.
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Shared Dispositive Power
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0 shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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¨
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11.
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Percent of Class Represented by Amount in Row (9)
0.0%
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12.
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Type of Reporting Person (See Instructions)
HC, IN
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Rajeev Shah
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(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
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United States
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
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5.
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Sole Voting Power
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0
shares
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6.
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Shared Voting Power
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0 shares
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7.
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Sole Dispositive Power
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0 shares
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8.
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Shared Dispositive Power
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0 shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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¨
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11.
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Percent of Class Represented by Amount in Row (9)
0.0%
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12.
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Type of Reporting Person (See Instructions)
HC, IN
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Item 1.
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(a)
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Name of Issuer:
Prevail Therapeutics Inc. (the “Issuer”).
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(b)
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Address of the Issuer’s
Principal Executive Offices: 430 East 29th Street, Suite 940, New York, NY 10016.
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Item 2.
(a) Name
of Person Filing: This Amendment No. 1 to Schedule 13G amends and restates the Statement on Schedule 13G filed by RA
Capital Management, L.P. (“RA Capital”), Peter Kolchinsky, and Rajeev Shah (collectively, the “Reporting Persons”)
on February 14, 2020.
RA
Capital Healthcare Fund GP, LLC is the general partner of RA Capital Healthcare Fund, L.P. (the “Fund”). The
general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling
persons. RA Capital serves as investment adviser for the Fund and a separately managed account (the “Account”) and
may be deemed a beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Act”),
of any securities of the Issuer held by the Fund and the Account. The Fund has delegated to RA Capital the sole power to vote
and the sole power to dispose of all securities held in the Fund’s portfolio, including the shares of the Issuer’s
Common Stock reported herein. Because the Fund has divested voting and investment power over the reported securities it
holds and may not revoke that delegation on less than 61 days’ notice, the Fund disclaims beneficial ownership of the
securities it holds for purposes of Section 13(d) of the Act and therefore disclaim any obligation to report ownership
of the reported securities under Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah
may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially
owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported
in this Schedule 13G Statement (the “Statement”) other than for the purpose of determining their obligations under
Section 13(d) of the Act, and the filing of the Statement shall not be deemed an admission that either RA Capital, Dr. Kolchinsky,
or Mr. Shah is the beneficial owner of such securities for any other purpose.
(b) Address
of Principal Business Office: The principal business office of the Reporting Persons is c/o RA Capital Management, L.P., 200
Berkeley Street, 18th Floor, Boston, MA 02116.
(c) Citizenship:
RA Capital is a Delaware limited partnership. Dr. Kolchinsky and Mr. Shah are United States citizens.
(d) Title
and Class of Securities: Common stock (“Common Stock”)
(e) CUSIP
Number: 74140Y101
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Item 3.
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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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(e) RA
Capital Management, L.P. is a registered investment adviser and is filing this statement in accordance with §240.13d-1(b)(1)(ii)(E);
(g) Peter Kolchinsky and Rajeev Shah are control persons
and are filing this statement in accordance with §240.13d-1(b)(1)(ii)(G).
Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount Beneficially Owned:
See the response(s) to Item 9 on the attached
cover page(s).
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(b)
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Percent of Class:
See the response(s) to Item 11 on the attached
cover page(s).
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(c)
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Number
of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote:
See the response(s) to Item 5 on the attached
cover page(s).
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(ii)
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shared power to vote or to direct the vote
See the response(s) to Item 6 on the attached
cover page(s).
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(iii)
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sole power to dispose or to direct the disposition
of
See the response(s) to Item 7 on the attached
cover page(s).
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(iv)
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shared power to dispose or to direct the disposition
of
See the response(s) to Item 8 on the attached
cover page(s).
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Item 5.
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Ownership of Five Percent
or Less of a Class:
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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.
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Item 6.
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Ownership of More than
Five Percent on Behalf of Another Person:
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Not applicable.
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.
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Item 8.
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Identification and Classification
of Members of the Group:
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Not applicable.
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Item 9.
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Notice of Dissolution
of Group:
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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.
Exhibits
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1
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Joint Filing Agreement by and among the Reporting Persons is incorporated
herein by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons
with the Securities and Exchange Commission on February 14, 2020.
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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.
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DATE: February 16, 2021
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RA CAPITAL MANAGEMENT, L.P.
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By:
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/s/ Peter Kolchinsky
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Peter Kolchinsky
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Authorized Signatory
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PETER KOLCHINSKY
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/s/ Peter Kolchinsky
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RAJEEV SHAH
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/s/ Rajeev Shah
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