UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Adverum Biotechnologies, Inc.

(Name of Issuer)

 

Common Stock, $0.0001 par value

(Title of Class of Securities)

 

00773U108

(CUSIP Number)

 

December 31, 2023

(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)
 xRule 13d-1(c)
 ¨Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

CUSIP No. 00773U108Page 2 of 14

 

1.

Names of Reporting Persons

 

Venrock Healthcare Capital Partners III, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) x (1)  (b) ¨

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

15,564,213 (2)

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

15,564,213 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

15,564,213 (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

7.5% (3)

12.

Type of Reporting Person (See Instructions)

 

PN

       

(1)Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

 

(2)Consists of (i) 4,091,832 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 409,338 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 11,063,043 shares held by Venrock Healthcare Capital Partners EG, L.P.

 

(3)This percentage is calculated based upon 207,163,393 shares of Common Stock outstanding as of February 8, 2024, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2024.

 

 

 

 

CUSIP No. 00773U108Page 3 of 14

 

1.

Names of Reporting Persons

 

VHCP Co-Investment Holdings III, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) x (1)  (b) ¨

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

15,564,213 (2)

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

15,564,213 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

15,564,213 (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

7.5% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

       

(1)Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

 

(2)Consists of (i) 4,091,832 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 409,338 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 11,063,043 shares held by Venrock Healthcare Capital Partners EG, L.P.

 

(3)This percentage is calculated based upon 207,163,393 shares of Common Stock outstanding as of February 8, 2024, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2024.

 

 

 

 

CUSIP No. 00773U108Page 4 of 14

 

1.

Names of Reporting Persons

 

Venrock Healthcare Capital Partners EG, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) x (1)  (b) ¨

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

15,564,213 (2)

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

15,564,213 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

15,564,213 (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

7.5% (3)

12.

Type of Reporting Person (See Instructions)

 

PN

       

(1)Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

 

(2)Consists of (i) 4,091,832 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 409,338 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 11,063,043 shares held by Venrock Healthcare Capital Partners EG, L.P.

 

(3)This percentage is calculated based upon 207,163,393 shares of Common Stock outstanding as of February 8, 2024, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2024.

 

 

 

 

CUSIP No. 00773U108Page 5 of 14

 

1.

Names of Reporting Persons

 

VHCP Management III, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) x (1)  (b) ¨

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

15,564,213 (2)

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

15,564,213 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

15,564,213 (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

7.5% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

       

(1)Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

 

(2)Consists of (i) 4,091,832 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 409,338 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 11,063,043 shares held by Venrock Healthcare Capital Partners EG, L.P.

 

(3)This percentage is calculated based upon 207,163,393 shares of Common Stock outstanding as of February 8, 2024, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2024.

 

 

 

 

CUSIP No. 00773U108Page 6 of 14

 

1.

Names of Reporting Persons

 

VHCP Management EG, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) x (1)  (b) ¨

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

15,564,213 (2)

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

15,564,213 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

15,564,213 (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

7.5% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

       

(1)Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

 

(2)Consists of (i) 4,091,832 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 409,338 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 11,063,043 shares held by Venrock Healthcare Capital Partners EG, L.P.

 

(3)This percentage is calculated based upon 207,163,393 shares of Common Stock outstanding as of February 8, 2024, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2024.

 

 

 

 

CUSIP No. 00773U108Page 7 of 14

 

1.

Names of Reporting Persons

 

Shah, Nimish

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) x (1)  (b) ¨

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

 

United States 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

15,564,213 (2)

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

15,564,213 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

15,564,213 (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

7.5% (3)

12.

Type of Reporting Person (See Instructions)

 

IN

       

(1)Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

 

(2)Consists of (i) 4,091,832 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 409,338 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 11,063,043 shares held by Venrock Healthcare Capital Partners EG, L.P.

 

(3)This percentage is calculated based upon 207,163,393 shares of Common Stock outstanding as of February 8, 2024, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2024.

 

 

 

 

CUSIP No. 00773U108Page 8 of 14

 

1.

Names of Reporting Persons

 

Koh, Bong

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) x (1)  (b) ¨

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

15,564,213 (2)

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

15,564,213 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

15,564,213 (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

7.5% (3)

12.

Type of Reporting Person (See Instructions)

 

IN

       

(1)Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

 

(2)Consists of (i) 4,091,832 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 409,338 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 11,063,043 shares held by Venrock Healthcare Capital Partners EG, L.P.

 

(3)This percentage is calculated based upon 207,163,393 shares of Common Stock outstanding as of February 8, 2024, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2024.

 

 

 

 

CUSIP No. 00773U108Page 9 of 14

 

Introductory Note:  This Schedule 13G/A is filed on behalf of Venrock Healthcare Capital Partners III, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP III LP”), VHCP Co-Investment Holdings III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-Investment III”), Venrock Healthcare Capital Partners EG, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP EG”), VHCP Management III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management III”), VHCP Management EG, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management EG” and collectively with VHCP III LP, VHCP Co-Investment III, VHCP EG and VHCP Management III, the “Venrock Entities”), Nimish Shah (“Shah”) and Bong Koh (“Koh”) in respect of the Common Stock of Adverum Biotechnologies, Inc.

 

Item 1.
  (a)

Name of Issuer

 

Adverum Biotechnologies, Inc.

 
  (b)

Address of Issuer’s Principal Executive Offices

 

100 Cardinal Way

Redwood City, CA 94063

 
Item 2.
  (a)

Name of Person Filing

 

Venrock Healthcare Capital Partners III, L.P.

VHCP Co-Investment Holdings III, LLC

Venrock Healthcare Capital Partners EG, L.P.

VHCP Management III, LLC

VHCP Management EG, LLC

Nimish Shah

Bong Koh

 

  (b)

Address of Principal Business Office or, if none, Residence 

 

    New York Office: Palo Alto Office:
       
    7 Bryant Park 3340 Hillview Avenue
    23rd Floor Palo Alto, CA 94304
    New York, NY 10018  

 

  (c)

Citizenship

 

All of the Venrock Entities were organized in Delaware. The individuals are both United States citizens.

 
  (d)

Title of Class of Securities

 

Common Stock, $0.0001 par value

 
  (e)

CUSIP Number

 

00773U108

 

 

 

 

CUSIP No. 00773U108Page 10 of 14

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
   
  Not applicable
 
Item 4. Ownership

 

  (a) Amount beneficially owned as of February 8, 2024:

 

Venrock Healthcare Capital Partners III, L.P.   15,564,213 (1) 
VHCP Co-Investment Holdings III, LLC   15,564,213 (1) 
Venrock Healthcare Capital Partners EG, L.P.   15,564,213 (1) 
VHCP Management III, LLC   15,564,213 (1) 
VHCP Management EG, LLC   15,564,213 (1) 
Nimish Shah   15,564,213 (1) 
Bong Koh   15,564,213 (1) 

 

  (b) Percent of class as of February 8, 2024:

 

Venrock Healthcare Capital Partners III, L.P.   7.5% (2) 
VHCP Co-Investment Holdings III, LLC   7.5% (2) 
Venrock Healthcare Capital Partners EG, L.P.   7.5% (2) 
VHCP Management III, LLC   7.5% (2) 
VHCP Management EG, LLC   7.5% (2) 
Nimish Shah   7.5% (2) 
Bong Koh   7.5% (2) 

 

  (c) Number of shares as to which the person has, as of February 8, 2024:

 

  (i) Sole power to vote or to direct the vote:

 

Venrock Healthcare Capital Partners III, L.P.   0 
VHCP Co-Investment Holdings III, LLC   0 
Venrock Healthcare Capital Partners EG, L.P.   0 
VHCP Management III, LLC   0 
VHCP Management EG, LLC   0 
Nimish Shah   0 
Bong Koh   0 

 

 

 

 

CUSIP No. 00773U108Page 11 of 14

 

  (ii) Shared power to vote or to direct the vote:

 

Venrock Healthcare Capital Partners III, L.P.   15,564,213 (1) 
VHCP Co-Investment Holdings III, LLC   15,564,213 (1) 
Venrock Healthcare Capital Partners EG, L.P.   15,564,213 (1) 
VHCP Management III, LLC   15,564,213 (1) 
VHCP Management EG, LLC   15,564,213 (1) 
Nimish Shah   15,564,213 (1) 
Bong Koh   15,564,213 (1) 

 

  (iii) Sole power to dispose or to direct the disposition of:

 

Venrock Healthcare Capital Partners III, L.P.   0 
VHCP Co-Investment Holdings III, LLC   0 
Venrock Healthcare Capital Partners EG, L.P.   0 
VHCP Management III, LLC   0 
VHCP Management EG, LLC   0 
Nimish Shah   0 
Bong Koh   0 

 

  (iv) Shared power to dispose or to direct the disposition of:

 

Venrock Healthcare Capital Partners III, L.P.   15,564,213 (1) 
VHCP Co-Investment Holdings III, LLC   15,564,213 (1) 
Venrock Healthcare Capital Partners EG, L.P.   15,564,213 (1) 
VHCP Management III, LLC   15,564,213 (1) 
VHCP Management EG, LLC   15,564,213 (1) 
Nimish Shah   15,564,213 (1) 
Bong Koh   15,564,213 (1) 

 

(1)Consists of (i) 4,091,832 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 409,338 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 11,063,043 shares held by Venrock Healthcare Capital Partners EG, L.P.

 

VHCP Management III, LLC is the general partner of Venrock Healthcare Capital Partners III, L.P. and the manager of VHCP Co-Investment Holdings III, LLC. VHCP Management EG, LLC is the general partner of Venrock Healthcare Capital Partners EG, L.P. Messrs. Shah and Koh are the voting members of VHCP Management III, LLC and VHCP Management EG, LLC.

 

(2)This percentage is calculated based upon 207,163,393 shares of Common Stock outstanding as of February 8, 2024, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2024.

 

Item 5. Ownership of Five Percent or Less of a Class
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ¨

 

 

 

 

CUSIP No. 00773U108Page 12 of 14

 

 
Item 6. Ownership of More than Five Percent on Behalf of Another Person
   
  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
 
Item 8. Identification and Classification of Members of the Group
   
  Not applicable

 

Item 9. Notice of Dissolution of Group
   
  Not applicable
 
Item 10. Certification
   
  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 such purpose or effect.

 

 

 

 

CUSIP No. 00773U108Page 13 of 14

 

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: February 14, 2024

 

Venrock Healthcare Capital Partners III, L.P.   Venrock Healthcare Capital Partners EG, L.P.
     
By: VHCP Management III, LLC   By: VHCP Management EG, LLC
Its: General Partner   Its: General Partner
     
By: /s/ Sherman G. Souther   By: /s/ Sherman G. Souther
  Name: Sherman G. Souther     Name: Sherman G. Souther
  Its: Authorized Signatory     Its: Authorized Signatory
         
VHCP Co-Investment Holdings III, LLC    
     
By: VHCP Management III, LLC    
Its: Manager    
     
By: /s/ Sherman G. Souther    
  Name: Sherman G. Souther    
  Its: Authorized Signatory    
     
VHCP Management III, LLC   VHCP Management EG, LLC
     
By: /s/ Sherman G. Souther   By: /s/ Sherman G. Souther
  Name: Sherman G. Souther     Name: Sherman G. Souther
  Its: Authorized Signatory     Its: Authorized Signatory
     
Nimish Shah    
     
/s/ Sherman G. Souther    
Sherman G. Souther, Attorney-in-fact    
     
Bong Koh    
     
/s/ Sherman G. Souther    
Sherman G. Souther, Attorney-in-fact    

 

 

 

 

CUSIP No. 00773U108Page 14 of 14

 

EXHIBITS

 

A:Joint Filing Agreement (incorporated by reference to Exhibit A to Schedule 13G filed on July 24, 2023)

 

B:Power of Attorney for Nimish Shah (incorporated by reference to Exhibit B to Schedule 13G filed July 24, 2023)

 

C:Power of Attorney for Bong Koh (incorporated by reference to Exhibit C to Schedule 13G filed on July 24, 2023)

 

 

 


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