Amended Statement of Ownership (sc 13g/a)
January 31 2019 - 2:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Synthorx,
Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
87167A 10 3
(CUSIP
Number)
December 11, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☒ Rule
13d-1(c)
☐ Rule
13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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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CUSIP No.
87167A 10 3
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SCHEDULE 13G/A
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Page 2 of 10 Pages
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1.
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NAMES OF REPORTING PERSONS
Medicxi
Ventures
I LP
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(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
Jersey
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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
1,912,043
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6.
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SHARED VOTING POWER
0
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7.
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SOLE DISPOSITIVE POWER
1,912,043
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8.
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SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,912,043
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10.
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
5.97% (1)
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12.
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TYPE OF REPORTING
PERSON
PN
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(1)
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This percentage is calculated based upon 32,017,228 shares of common stock (
Common Stock
)
outstanding of Synthorx, Inc. (the
Issuer
), as set forth in the Issuers Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission on December 7, 2018 and giving effect to the additional 1,786,909
shares of Common Stock issued and sold by the Issuer to the underwriters pursuant to the underwriters option.
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CUSIP No.
87167A 10 3
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SCHEDULE 13G/A
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Page 3 of 10 Pages
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1.
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NAMES OF REPORTING PERSONS
Medicxi Co-Invest I LP
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(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
Jersey
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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
24,202
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6.
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SHARED VOTING POWER
0
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7.
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SOLE DISPOSITIVE POWER
24,202
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8.
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SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,202
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10.
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
0.08% (1)
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12.
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TYPE OF REPORTING
PERSON
PN
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CUSIP No.
87167A 10 3
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SCHEDULE 13G/A
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Page 4 of 10 Pages
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1.
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NAMES OF REPORTING PERSONS
Medicxi
Ventures
I GP Limited
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(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
Jersey
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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
1,936,245
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6.
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SHARED VOTING POWER
0
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7.
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SOLE DISPOSITIVE POWER
1,936,245
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8.
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SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,936,245
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10.
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
6.05% (1)
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12.
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TYPE OF REPORTING
PERSON
OO
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CUSIP No.
87167A 10 3
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SCHEDULE 13G/A
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Page 5 of 10 Pages
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1.
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NAMES OF REPORTING PERSONS
Medicxi Ventures Management (Jersey) Limited
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(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
Jersey
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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
1,936,245
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6.
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SHARED VOTING POWER
0
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7.
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SOLE DISPOSITIVE POWER
1,936,245
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8.
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SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,936,245
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10.
|
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
6.05% (1)
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12.
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TYPE OF REPORTING
PERSON
OO
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CUSIP No.
87167A 10 3
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SCHEDULE 13G/A
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Page 6 of 10 Pages
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This Amendment No. 1 amends the Schedule 13G originally filed on December 19, 2018 and is being
filed to correct previously reported share ownership numbers.
Synthorx, Inc. (the
Issuer
)
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(b)
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Address of Issuers Principal Executive Offices:
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11099 N. Torrey Pines Road
Suite 190
La Jolla, California
92037
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(a) (c)
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Name of Persons Filing; Address; Citizenship:
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(i)
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Medicxi Ventures I LP (
Ventures I
);
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(ii)
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Medicxi
Co-Invest
I LP
(
Co-Invest
I
);
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(iii)
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Medicxi Ventures I GP Limited (
Ventures I GP
), which is the sole general partner of Ventures
I and
Co-Invest
I;
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(iv)
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Medicxi Ventures Management (Jersey) Limited (
Manager
), which is appointed by Ventures I GP
as the manager of Ventures I and
Co-Invest
I.
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The address of the principal
business office of each of the Reporting Persons is Nick McHardy c/o Intertrust Fund Services (Jersey) Limited, 44 Esplanade, St. Helier, Jersey JE4 9WG.
Each of Ventures I and
Co-Invest
I is a Jersey limited partnership. Each of Ventures I GP and Manager
is a Jersey limited liability company.
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(d)
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Title of Class of Securities:
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Common stock, par value $0.001 per share
87167A 10 3
Item 3.
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If this statement is filed pursuant to Rules
13d-1(b),
or
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;
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(b)
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☐
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Bank as defined in Section 3(a)(6) of the Act;
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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;
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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;
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(e)
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☐
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An investment adviser in accordance with Rule
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 Rule
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 Rule
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;
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CUSIP No.
87167A 10 3
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SCHEDULE 13G/A
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Page 7 of 10 Pages
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(j)
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☐
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A
non-U.S.
institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
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(k)
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☐
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Group, in accordance with Rule
240.13d-1(b)(1)(ii)(K).
If filing as a
non-U.S.
institution in accordance with Rule
240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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If filing as a
non-U.S.
institution in accordance with
§240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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Item 4.
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Ownership.
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(a) and (b)
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Amount beneficially owned:
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(i)
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Ventures I directly owns 1,912,043 shares of Common Stock (the
Ventures I Shares
), which represents approximately 5.97% of the outstanding shares of Common Stock.
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(ii)
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Co-Invest
I directly owns 24,202 shares of Common Stock (the
Co-Invest
I Shares
), which represents approximately 0.08% of the
outstanding shares of Common Stock.
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(iii)
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Ventures I GP is the general partner of Ventures I and
Co-Invest
I and may be deemed to beneficially own the Ventures I Shares and the
Co-Invest
I
Shares (the
Shares
), which in the aggregate is 1,936,245 shares of Common Stock and represents approximately 6.05% of the outstanding shares of Common Stock.
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(iv)
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As Manager has been appointed by Ventures I GP as manager of Ventures I and
Co-Invest
I, Manager may be deemed to beneficially own the Shares.
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(c)
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Number of shares as to which such person has:
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Number of Shares of Common Stock
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Reporting Person
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(i)
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(ii)
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(iii)
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(iv)
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Ventures I
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1,912,043
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0
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1,912,043
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0
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Co-Invest
I
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24,202
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0
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24,202
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0
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Ventures I GP
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1,936,245
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0
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1,936,245
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0
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Manager
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1,936,245
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0
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1,936,245
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0
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(i)
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Sole power to vote or direct the vote
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(ii)
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Shared power to vote or to direct the vote
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(iii)
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Sole power to dispose or to direct the disposition of
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(iv)
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Shared power to dispose or to direct the disposition of
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This percentage is calculated based upon 32,017,228 shares of common stock outstanding of the Issuer, as set forth in the Issuers Rule
424(b)(4) Prospectus filed with the Securities and Exchange Commission on December 7, 2018 and giving effect to the additional 1,786,909 shares of common stock issued and sold by the Issuer to the underwriters pursuant to the underwriters
option.
Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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CUSIP No.
87167A 10 3
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SCHEDULE 13G/A
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Page 8 of 10 Pages
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person.
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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 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.
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CUSIP No.
87167A 10 3
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SCHEDULE 13G/A
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Page 9 of 10 Pages
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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.
Date: January 31, 2019
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Medicxi Ventures I LP
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By:
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/s/ Alex Di Santo
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Name: Alex Di Santo
Title: Director
For and on behalf of
Medicxi Ventures Management (Jersey) Limited
as manager of
Medicxi Ventures I LP
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Medicxi
Co-Invest
I LP
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By:
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/s/ Alex Di Santo
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Name: Alex Di Santo
Title: Director
For and on behalf of
Medicxi Ventures Management (Jersey) Limited
as manager of
Medicxi
Co-Invest
I LP
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Medicxi Ventures I GP Limited
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By:
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/s/ Alex Di Santo
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Name: Alex Di Santo
Title: Director
Medicxi Ventures Management (Jersey) Limited
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By:
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/s/ Alex Di Santo
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Name: Alex Di Santo
Title:
Director
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CUSIP No.
87167A 10 3
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SCHEDULE 13G/A
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Page 10 of 10 Pages
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EXHIBIT INDEX
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Exhibit
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99.1
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Joint Filing Statement
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