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    Amendment: SEC Form SC 13G/A filed by Adverum Biotechnologies Inc.

    11/14/24 4:05:12 PM ET
    $ADVM
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Get the next $ADVM alert in real time by email
    SC 13G/A 1 formsc13ga.htm

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION
    Washington, DC 20549

     

    SCHEDULE 13G

     

    Under the Securities Exchange Act of 1934

    (Amendment No. 2)*

     

    Adverum Biotechnologies, Inc.
    (Name of Issuer)
     
    Common Stock, par value $0.0001 per share
    (Title of Class of Securities)
     
    00773U207
    (CUSIP Number)
     
    September 30, 2024
    (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. 00773U207 SCHEDULE 13G  

     

    1

    NAME OF REPORTING PERSONS

     

    Commodore Capital LP

    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ☐

    (b) ☐

    3

    SEC USE ONLY

     

     

     
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Delaware, USA

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

    5

    SOLE VOTING POWER

     

    0

    6

    SHARED VOTING POWER

     

    0

    7

    SOLE DISPOSITIVE POWER

     

    0

    8

    SHARED DISPOSITIVE POWER

     

    0

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    0

    10

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

     

     

    ☐
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

    0%

    12

    TYPE OF REPORTING PERSON

     

    IA

     

     

     

     

    CUSIP No. 00773U207 SCHEDULE 13G  

     

    1

    NAME OF REPORTING PERSONS

     

    Commodore Capital Master LP

    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ☐

    (b) ☐

    3

    SEC USE ONLY

     

     

     
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Cayman Islands

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

    5

    SOLE VOTING POWER

     

    0

    6

    SHARED VOTING POWER

     

    0

    7

    SOLE DISPOSITIVE POWER

     

    0

    8

    SHARED DISPOSITIVE POWER

     

    0

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    0

    10

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

     

     

    ☐
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

    0%

    12

    TYPE OF REPORTING PERSON

     

    OO

     

     

     

     

    CUSIP No. 00773U207 SCHEDULE 13G  

     

    Item 1. (a) Name of Issuer
       
      Adverum Biotechnologies, Inc. (the “Issuer”)
       
    Item 1. (b) Address of Issuer’s Principal Executive Offices
       
      100 Cardinal Way, Redwood City, California 94063
       
    Item 2. (a, b, c) Names of Person Filing, Address of Principal Business Office, Citizenship:
       
      This report on Schedule 13G is being filed by Commodore Capital LP, a Delaware limited partnership (the “Firm”) and Commodore Capital Master LP, a Cayman Islands exempted limited partnership (“Commodore Master”). The address for the Firm and Commodore Master is: 444 Madison Avenue, Floor 35, New York, New York 10022.
       
    Item 2. (d) Title of Class of Securities
       
      Common Stock, par value $0.0001 per share (the “Common Stock”)
       
    Item 2. (e) CUSIP No.:
       
      00773U207
       
    Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person filing is a:
       
      N/A

     

     

     

     

    CUSIP No. 00773U207 SCHEDULE 13G  

     

    Item 4. Ownership
       
      As reported in the cover pages to this report, the ownership information with respect to the Firm is as follows:
       
      (a) Amount Beneficially Owned: 0
      (b) Percent of Class: 0%
      (c) Number of Shares as to which such person has:

     

      (i) Sole power to vote or to direct the vote: 0
      (ii) Shared power to vote or to direct the vote: 0
      (iii) Sole power to dispose or to direct the disposition of: 0
      (iv) Shared power to dispose or to direct the disposition of: 0

     

    As reported in the cover pages to this report, the ownership information with respect to Commodore Master is as follows:

     

    (a) Amount Beneficially Owned: 0

    (b) Percent of Class: 0%

    (c) Number of Shares as to which such person has:

     

      (i) Sole power to vote or to direct the vote: 0
      (ii) Shared power to vote or to direct the vote: 0
      (iii) Sole power to dispose or to direct the disposition of: 0
      (iv) Shared power to dispose or to direct the disposition of: 0

     

     

     

     

    CUSIP No. 00773U207 SCHEDULE 13G  

     

    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 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 that purpose or effect.

     

    Exhibit Index

     

      1. Joint Filing Agreement dated as of April 20, 2023, by and between Commodore Capital LP and Commodore Capital Master LP (incorporated by reference to Exhibit 1 to the Schedule 13G filed with the Securities and Exchange Commission on April 20, 2023).

     

     

     

     

    CUSIP No. 00773U207 SCHEDULE 13G  

     

    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: November 14, 2024

     

    Commodore Capital LP  
       
    By: /s/ Michael Kramarz  
    Michael Kramarz, Managing Partner  
       
    Commodore Capital Master LP  
       
    By: /s/ Michael Kramarz  
    Michael Kramarz, Authorized Signatory  

     

     

     

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