SEC Form SC 13G/A filed by Biomea Fusion Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Biomea Fusion, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
09077A106
(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) |
| ☐ | 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).
13G/A
CUSIP No. 09077A106
| 1. |
Names of Reporting Persons.
Thomas Butler | |||||
| 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 of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
3,321,692 | ||||
| 6. | Shared Voting Power
480,790 | |||||
| 7. | Sole Dispositive Power
3,321,692 | |||||
| 8. | Shared Dispositive Power
480,790 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,802,482 (1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
10.4% (2) | |||||
| 12. | Type of Reporting Person
IN | |||||
| (1) | Consists of (i) 2,493,407 shares of Common Stock held directly by Thomas Butler, (ii) 828,285 shares of Common Stock issuable within 60 days after December 31, 2023 upon the exercise of options held directly by Thomas Butler, (iii) 228,470 shares of Common Stock held directly by Point Sur Investors Fund I, L.P. (“Point Sur Investors Fund”), and (iv) 252,320 shares of Common Stock held directly by Point Sur Investors, LLC (“Point Sur LLC”). Point Sur LLC is the General Partner of Point Sur Investors Fund. Thomas Butler and Rainer M. Erdtmann are the managing members of Point Sur LLC. As such, Mr. Butler and Mr. Erdtmann have shared voting and dispositive power over the securities held by Point Sur Investors Fund and Point Sur LLC. |
| (2) | Percentage ownership is based on (i) 35,705,786 shares of Common Stock outstanding as of October 23, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 30, 2023 and (ii) 828,285 shares of Common Stock issuable within 60 days after December 31, 2023 upon the exercise of options held directly by Thomas Butler, which have been added to the Common Stock reported as outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act. |
13G/A
CUSIP No. 09077A106
| 1. |
Names of Reporting Persons.
Point Sur Investors, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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
480,790 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
480,790 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
480,790 (1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
1.3% (2) | |||||
| 12. | Type of Reporting Person
PN | |||||
| (1) | Consists of (i) 228,470 shares of Common Stock held directly by Point Sur Investors Fund I, L.P. (“Point Sur Investors Fund”) and (ii) 252,320 shares of Common Stock held directly by Point Sur Investors, LLC (“Point Sur LLC”). Point Sur LLC is the General Partner of Point Sur Investors Fund and as such, has voting and dispositive power over the securities held by Point Sur Investors Fund. |
| (2) | Percentage ownership is based on 35,705,786 shares of Common Stock outstanding as of October 23, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 30, 2023. |
13G/A
CUSIP No. 09077A106
| 1. |
Names of Reporting Persons.
Point Sur Investors Fund I, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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
228,470 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
228,470 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
228,470 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.6% (1) | |||||
| 12. | Type of Reporting Person
PN | |||||
| (1) | Percentage ownership is based on 35,705,786 shares of Common Stock outstanding as of October 23, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 30, 2023. |
CUSIP No. 09077A106
| ITEM 1. | |
(a) Name of Issuer: Biomea Fusion, Inc.
| (b) Address of Issuer’s Principal Executive Offices: |
900 Middlefield Road, 4th Floor | |
| Redwood City, CA 94063 |
| ITEM 2. | |
(a) Name of Person Filing:
Thomas Butler
Point Sur Investors, LLC
Point Sur Investors Fund I, L.P.
(b) Address of Principal Business Office, or if None, Residence:
| Thomas Butler |
c/o Biomea Fusion, Inc. 900 Middlefield Road, 4th Floor Redwood City, CA 94063 | |
| Point Sur Investors, LLC |
1073 Arlington Blvd. El Cerrito, CA 94530 | |
| Point Sur Investors Fund I, L.P. |
1073 Arlington Blvd. El Cerrito, CA 94530 | |
(c) Citizenship:
| Thomas Butler |
United States of America | |
| Point Sur Investors, LLC |
Delaware | |
| Point Sur Investors Fund I, L.P. |
Delaware | |
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 09077A106
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
| (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); | ||
| (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)(J). |
| Thomas Butler |
Not applicable | |
| Point Sur Investors, LLC |
Not applicable | |
| Point Sur Investors Fund I, L.P. |
Not applicable |
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:
The information set forth in Row 9 of the cover tables to this Amendment No. 2 to the Schedule 13G (“Schedule 13G/A”) is incorporated by reference with respect to each Reporting Person.
(b) Percent of class:
The information set forth in Row 11 of the cover tables to this Schedule 13G/A is incorporated by reference with respect to each Reporting Person.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
The information set forth in Row 5 of the cover tables to this Schedule 13G/A is incorporated by reference with respect to each Reporting Person.
(ii) Shared power to vote or to direct the vote
The information set forth in Row 6 of the cover tables to this Schedule 13G/A is incorporated by reference with respect to each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of
The information set forth in Row 7 of the cover tables to this Schedule 13G/A is incorporated by reference with respect to each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of
The information set forth in Row 8 of the cover tables to this Schedule 13G/A is incorporated by reference with respect to each Reporting Person.
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.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATIONS.
Not applicable.
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.
Date: February 12, 2024
| THOMAS BUTLER | ||
| By: | /s/ Thomas Butler | |
| POINT SUR INVESTORS FUND, LLC | ||
| By: | /s/ Thomas Butler | |
| Name: | Thomas Butler | |
| Title: | Authorized Signatory | |
| POINT SUR INVESTORS FUND I, L.P. | ||
| By: | /s/ Thomas Butler | |
| Name: | Thomas Butler | |
| Title: | Authorized Signatory | |