GRAIL, Inc.
|
(Name of Issuer)
|
Common Stock, par value $0.001
|
(Title of Class of Securities)
|
384747101
|
(CUSIP Number)
|
August 26, 2024
|
(Date of Event Which Requires Filing of this Statement)
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
CRCM Opportunity Fund III, LP
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐ **The reporting persons making this filing hold an aggregate of 1,645,655 shares of Common Stock, which
is 5.3% of the class of securities.
|
|||||
(b)☑ **The reporting person on this cover page, however, may be deemed a beneficial
owner only of the securities reported by it on this cover page.
|
|
|
|||
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
|
|
|
||
397,435
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
397,435
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
397,435
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.28%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
*
|
The denominator for this calculation is based on 31,049,148 shares of Common Stock
outstanding as of August 11, 2024, as reported in the Company’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 13, 2024.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
CRCM Opportunity Fund IV, LP
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐ **The reporting persons making this filing hold an aggregate of 1,645,655 shares of Common
Stock, which is 5.3% of the class of securities.
|
|||||
(b)☑ **The reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover page.
|
|
|
|||
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
|
|
|
||
626,080
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
626,080
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
626,080
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
2.01%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
*
|
The denominator for this calculation is based on 31,049,148 shares of Common Stock outstanding as of August 11, 2024, as reported in the Company’s Quarterly Report on Form 10-Q filed with
the U.S. Securities and Exchange Commission on August 13, 2024.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
CRCM Institutional Master Fund (BVI), Ltd.
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐ **The reporting persons making this filing hold an aggregate of 1,645,655 shares of Common
Stock, which is 5.3% of the class of securities.
|
|||||
(b)☑ **The reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover page.
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
British Virgin Islands
|
|
|
|||
|
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
600,000
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
600,000
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
600,000
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.93%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
*
|
The denominator for this calculation is based on 31,049,148 shares of Common Stock outstanding as of August 11, 2024, as reported in the Company’s Quarterly Report on Form 10-Q filed with
the U.S. Securities and Exchange Commission on August 13, 2024.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
CRCM LP
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐ **The reporting persons making this filing hold an aggregate of 1,645,655 shares of Common
Stock, which is 5.3% of the class of securities.
|
|||||
(b)☑ **The reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover page.
|
|
|
|||
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
|
|
|
||
1,645,655
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,645,655
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,645,655
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.3%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IA
|
|
|
|||
|
|
*
|
The denominator for this calculation is based on 31,049,148 shares of Common Stock outstanding as of August 11, 2024, as reported in the Company’s Quarterly Report on Form 10-Q filed with
the U.S. Securities and Exchange Commission on August 13, 2024.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
CRCM LLC
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐ **The reporting persons making this filing hold an aggregate of 1,645,655 shares of Common
Stock, which is 5.3% of the class of securities.
|
|||||
(b)☑ **The reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover page.
|
|
|
|||
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
|
|
|
||
1,645,655
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,645,655
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,645,655
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.3%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
*
|
The denominator for this calculation is based on 31,049,148 shares of Common Stock outstanding as of August
11, 2024, as reported in the Company’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 13, 2024.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Chung R. Ding
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐ **The reporting persons making this filing hold an aggregate of 1,645,655 shares of
Common Stock, which is 5.3% of the class of securities.
|
|||||
(b)☑ **The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this cover page.
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
St. Kitts & Nevis
|
|
|
|||
|
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
1,645,655
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,645,655
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,645,655
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.3%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
*
|
The denominator for this calculation is based on 31,049,148 shares of Common Stock outstanding as of August 11, 2024, as reported in the Company’s Quarterly Report on Form 10-Q filed with
the U.S. Securities and Exchange Commission on August 13, 2024.
|
(i)
|
CRCM Opportunity Fund III, LP, a Delaware limited partnership (“CRCM Opportunity III);
|
(ii)
|
CRCM Opportunity Fund IV, LP, a Delaware limited partnership (“CRCM Opportunity IV);
|
(iii) |
CRCM Institutional Master Fund (BVI), Ltd., a British Virgin Islands limited company (“CRCM Master Fund”);
|
(iv) |
CRCM LP, a Delaware limited partnership and the investment manager (“Investment Manager”) of CRCM Opportunity III, CRCM Opportunity IV, and CRCM Master Fund (collectively, the “CRCM
Funds”) and separately managed account clients (the “Managed Accounts”);
|
(v) |
CRCM LLC, a Delaware limited liability company and the general partner (the “General Partner”) of the Investment Manager, with respect to the shares held by the CRCM Funds and the
Managed Accounts; and
|
(vi) |
Chun R. Ding (“Ding”), is a citizen of St. Kits and Nevis and the managing partner of the Investment Manager, the manager of the General Partner, with respect to the shares held by
the CRCM Funds and the Managed Accounts.
|
(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 §240.13d1(b)(1)(ii)(F);
|
(g)
|
☐
|
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
(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)
|
☐
|
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
/s/ Kelvin Koo
|
|
|
CRCM LLC,
On its own behalf and as the General Partner of
CRCM LP, and as the Investment Manager of
CRCM Institutional Master Fund (BVI), Ltd.
CRCM Opportunity Fund III, LP
CRCM Opportunity Fund IV, LP
|
||
By: Kelvin Koo, Attorney-in-Fact for Chun R. Ding, Member | ||
/s/ Kelvin Koo | ||
By: Kelvin Koo, Attorney-in-Fact for Chun R. Dung
|
Exhibit 1 | Joint Acquisition Statement Pursuant to Section 240.13d-1(k) |
|
|
Exhibit 2 |
Power of Attorney appointing Kelvin Koo as true and lawful attorney-in-fact for Chun Ding (previously filed) |
|
|
|
|
/s/ Kelvin Koo
|
|
|
CRCM LLC,
On its own behalf and as the General Partner of
CRCM LP, and as the Investment Manager of
CRCM Institutional Master Fund (BVI), Ltd.
CRCM Opportunity Fund III, LP
CRCM Opportunity Fund IV, LP
|
||
By: Kelvin Koo, Attorney-in-Fact for Chun R. Ding, Member | ||
/s/ Kelvin Koo | ||
By: Kelvin Koo, Attorney-in-Fact for Chun R. Dung
|