SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Prevail Therapeutics Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

74140Y 101

(CUSIP Number)

December 31, 2019

(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)

 

*

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. 74140Y 101    13G    Page 2 of 6 Pages

 

  1     

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Asa Abeliovich, M.D., Ph.D.

  2    

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (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

 

2,988,4281

    6    

SHARED VOTING POWER

 

0

    7    

SOLE DISPOSITIVE POWER

 

2,988,4281

    8      

SHARED DISPOSITIVE POWER

 

0

  9    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,988,4281

10   

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

☐

11   

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.6%2

12   

TYPE OF REPORTING PERSON*

 

IN

 

1 

Includes (i) 2,349,000 shares of restricted stock, which vest over four years, with any unvested portion subject to a repurchase right in favor of the Issuer; and (ii) 639,428 shares of common stock underlying options exercisable within 60 days of December 31, 2019. 1,468,116 of the shares of restricted stock will be vested within 60 days of December 31, 2019, with the remainder vesting in 18 equal monthly installments on the 4th calendar day of each month thereafter.

2 

Based on 34,102,019 shares of the Issuer’s common stock outstanding as of November 6, 2019, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2019, filed with the Securities and Exchange Commission on November 12, 2019.

CUSIP No. 74140Y 101    13G    Page 3 of 6 Pages

 

Item 1.

 

(a)

Name of Issuer

Prevail Therapeutics Inc.

 

(b)

Address of Issuer’s Principal Executive Offices

430 East 29th Street, Suite 1520

New York, New York 10016

 

Item 2.

 

(a)

Name of Person Filing

Asa Abeliovich, M.D., Ph.D.

 

(b)

Address of Principal Business Office or, if none, Residence

c/o Prevail Therapeutics Inc.

430 East 29th Street, Suite 1520

New York, New York 10016

 

(c)

Citizenship

Dr. Abeliovich is a citizen of the United States.

 

(d)

Title of Class of Securities

Common Stock

 

(e)

CUSIP Number

74140Y 101

 

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.

 

(a)   ☐    Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)   ☐    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)   ☐    Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)   ☐    Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)   ☐    An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)   ☐    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)   ☐    A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

CUSIP No. 74140Y 101    13G    Page 4 of 6 Pages

 

(h)   ☐    A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)   ☐    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 (15 U.S.C. 80a-3);
(j)   ☐    A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k)   ☐    Group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                      .

 

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned: See responses to Item 9 on the attached cover pages.

 

(b)

Percent of class: See the responses to Item 11 on the attached cover pages.

 

(c)

Number of shares as to which the person has:

 

  (i)

Sole power to vote or to direct the vote – See the responses to Item 5 on the attached cover pages.

 

  (ii)

Shared power to vote or to direct the vote – 0

 

  (iii)

Sole power to dispose or to direct the disposition of – See the responses to Item 7 on the attached cover pages.

 

  (iv)

Shared power to dispose or to direct the disposition of – 0

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

 

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 ☐.

 

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.

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

CUSIP No. 74140Y 101    13G    Page 5 of 6 Pages

 

Item 9.

Notice of Dissolution of Group.

Not Applicable

 

Item 10.

Certification

Not Applicable.

CUSIP No. 74140Y 101    13G    Page 6 of 6 Pages

 

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.

February 13, 2020

 

/s/ Asa Abeliovich, M.D., Ph.D.

Asa Abeliovich, M.D., Ph.D.
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