SC 13G/A 1 tm216646d6_sc13ga.htm SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 1)*

RAPT Therapeutics, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

75382E109

(CUSIP Number)

December 31, 2020

(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 disclosures provided in a prior cover page.

The information required on 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).

(Continued on following pages)

Page 1 of 8

Exhibit Index on Page 7

CUSIP #75382E109

Page 2 of 8

1	NAME OF REPORTING PERSONS Kleiner Perkins Caufield & Byers XV, LLC (“KPCB XV”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
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 1,890,599 shares, except that KPCB XV Associates, LLC (“Associates”), the managing member of KPCB XV, may be deemed to have sole power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 1,890,599 shares, except that Associates, the managing member of KPCB XV, may be deemed to have sole power to dispose of these shares.
	8	SHARED DISPOSITIVE POWER See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,890,599
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.7%
12	TYPE OF REPORTING PERSON OO

CUSIP #75382E109

Page 3 of 8

1	NAME OF REPORTING PERSONS KPCB XV Founders Fund, LLC (“KPCB XV Founders”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
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 56,464 shares, except that Associates, the managing member of KPCB XV Founders, may be deemed to have sole power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 56,464 shares, except that Associates, the managing member of KPCB XV Founders, may be deemed to have sole power to dispose of these shares.
	8	SHARED DISPOSITIVE POWER See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 56,464
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2%
12	TYPE OF REPORTING PERSON OO

CUSIP #75382E109

Page 4 of 8

1	NAME OF REPORTING PERSONS KPCB XV Associates, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
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 1,947,063 shares, of which 1,890,599 are directly owned by KPCB XV and 56,464 are directly owned by KPCB XV Founders. Associates, the managing member of KPCB XV and KPCB XV Founders, may be deemed to have sole power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 1,947,063 shares, of which 1,890,599 are directly owned by KPCB XV and 56,464 are directly owned by KPCB XV Founders. Associates, the managing member of KPCB XV and KPCB XV Founders, may be deemed to have sole power to dispose of these shares.
	8	SHARED DISPOSITIVE POWER See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,947,063
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.9%
12	TYPE OF REPORTING PERSON OO

CUSIP #75382E109

Page 5 of 8

This Amendment No. 1 amends the Statement on Schedule 13G previously filed by Kleiner Perkins Caufield & Byers XV, LLC, a Delaware limited liability company, KPCB XV Founders Fund, LLC, a Delaware limited liability company, and KPCB XV Associates, LLC, a Delaware limited liability company. The foregoing entities are collectively referred to as the “Reporting Persons.” Only those items as to which there has been a change are included in this Amendment No. 1.

ITEM 4.

OWNERSHIP

The following information with respect to the ownership of the ordinary shares of the Issuer by the persons filing this Statement is provided as of December 31, 2020:

(a)

Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

(b)

Percent of Class:

See Row 11 of cover page for each Reporting Person.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

(ii)

Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

CUSIP #75382E109

Page 6 of 8

SIGNATURES

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: February 12, 2021

	KLEINER PERKINS CAUFIELD & BYERS XV, LLC, a Delaware limited liability company

	By: KPCB XV ASSOCIATES, LLC, a Delaware limited liability company, its managing member

	By:	/s/ Susan Biglieri
		Susan Biglieri
		Chief Financial Officer

	KPCB XV FOUNDERS FUND, LLC, a Delaware limited liability company

	By: KPCB XV ASSOCIATES, LLC, a Delaware limited liability company, its managing member

	By:	/s/ Susan Biglieri
		Susan Biglieri
		Chief Financial Officer

	KPCB XV ASSOCIATES, LLC, a Delaware limited liability company

	By:	/s/ Susan Biglieri
		Susan Biglieri
		Chief Financial Officer

CUSIP #75382E109

Page 7 of 8

EXHIBIT INDEX

	Found on Sequentially
Exhibit	Numbered Page

Exhibit A: Agreement of Joint Filing	8

CUSIP #75382E109

Page 8 of 8

exhibit A

Agreement of Joint Filing

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

Date: February 12, 2021

	KLEINER PERKINS CAUFIELD & BYERS XV, LLC, a Delaware limited liability company

	By: KPCB XV ASSOCIATES, LLC, a Delaware limited liability company, its managing member

	By:	/s/ Susan Biglieri
		Susan Biglieri
		Chief Financial Officer

	KPCB XV FOUNDERS FUND, LLC, a Delaware limited liability company

	By: KPCB XV ASSOCIATES, LLC, a Delaware limited liability company, its managing member

	By:	/s/ Susan Biglieri
		Susan Biglieri
		Chief Financial Officer

	KPCB XV ASSOCIATES, LLC, a Delaware limited liability company

	By:	/s/ Susan Biglieri
		Susan Biglieri
		Chief Financial Officer

SEC Form SC 13G/A filed