SEC Form SC 13G/A filed by Burning Rock Biotech Limited (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
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)*
Burning Rock Biotech Limited
(Name of Issuer)
American Depositary Shares (ADS), each representing
1 Class A Ordinary Share, par value $0.0002 per Share
(Title of Class of Securities)
G17173 108
(CUSIP Number)
December 31, 2022
(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) |
| x | 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 16 Pages
Exhibit Index Contained on Page 14
| CUSIP NO. G17173 108 | 13 G | Page 2 of 16 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Northern Light Venture Fund III, L.P. (“NLVF III”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |
|
NUMBER OF |
5 |
SOLE VOTING POWER.
10,542,529 American Depositary Shares (“shares”), except that Northern Light Partners III, L.P. (the “DGP”), the general partner of NLVF III, and Northern Light Venture Capital III, Ltd. (the “UGP”), the general partner of the DGP, may be deemed to have sole power to vote these shares, and Feng Deng (“Deng”), Yan Ke (“Ke”) and Jeffrey D. Lee (“Lee”), the directors of the UGP, may be deemed to have shared power to vote these shares. |
| 6 |
SHARED VOTING POWER
See response to row 5. | |
| 7 |
SOLE DISPOSITIVE POWER
10,542,529 shares, except that the DGP, the general partner of NLVF III, and the UGP, the general partner of the DGP, may be deemed to have sole power to dispose of these shares, and Deng, Ke and Lee, the directors of the UGP, may be deemed to have shared power to dispose of these shares. | |
| 8 |
SHARED DISPOSITIVE POWER
See response to row 7. | |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10,542,529 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 12.0% |
| 12 | TYPE OF REPORTING PERSON* | PN |
| CUSIP NO. G17173 108 | 13 G | Page 3 of 16 |
| 1 | NAME OF REPORTING PERSONS
Northern Light Strategic Fund III, L.P. (“NLSF III”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands | |
|
NUMBER
OF |
5 | SOLE VOTING POWER
1,188,025 shares, except that the DGP, the general partner of NLSF III, and the UGP, the general partner of the DGP, may be deemed to have sole power to vote these shares, and Deng, Ke and Lee, the directors of the UGP, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER
See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER.
1,188,025 shares, except that the DGP, the general partner of NLSF III, and the UGP, the general partner of the DGP, may be deemed to have sole power to dispose of these shares, and Deng, Ke and Lee, the directors of the UGP, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,188,025 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 1.3% |
| 12 | TYPE OF REPORTING PERSON* | PN |
| CUSIP NO. G17173 108 | 13 G | Page 4 of 16 |
| 1 | NAME OF REPORTING PERSONS
Northern Light Partners Fund III, L.P. (“NLPF III”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands | |
|
NUMBER
OF |
5 | SOLE VOTING POWER
149,691 shares, except that the DGP, the general partner of NLPF III, and the UGP, the general partner of the DGP, may be deemed to have sole power to vote these shares, and Deng, Ke and Lee, the directors of the UGP, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER
See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER.
149,691 shares, except that the DGP, the general partner of NLPF III, and the UGP, the general partner of the DGP, may be deemed to have sole power to dispose of these shares, and Deng, Ke and Lee, the directors of the UGP, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
149,691 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 0.1% |
| 12 | TYPE OF REPORTING PERSON* | PN |
| CUSIP NO. G17173 108 | 13 G | Page 5 of 16 |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Northern Light Partners III, L.P. (the “DGP”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands | |
|
NUMBER
OF |
5 | SOLE VOTING POWER.
11,880,245 shares, of which 10,542,529 shares are beneficially owned by NLVF III, 1,188,025 shares are beneficially owned by NLSF III, and 149,691 shares are beneficially owned by NLPF III. The DGP, the general partner of NLVF III, NLSF III and NLPF III, may be deemed to have sole power to vote these shares, except that the UGP, the general partner of the DGP, may be deemed to have sole power to vote these shares, and Deng, Ke and Lee, the directors of the UGP, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER
See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER
11,880,245 shares, of which 10,542,529 shares are beneficially owned by NLVF III, 1,188,025 shares are beneficially owned by NLSF III, and 149,691 shares are beneficially owned by NLPF III. The DGP, the general partner of each of NLVF III, NLSF III and NLPF III, may be deemed to have sole power to dispose of these shares, except that the UGP, the general partner of the DGP, may be deemed to have sole power to dispose of these shares, and Deng, Ke and Lee, the directors of the UGP, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
11,880,245 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 13.5% |
| 12 | TYPE OF REPORTING PERSON* | PN |
| CUSIP NO. G17173 108 | 13 G | Page 6 of 16 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Northern Light Venture Capital III, Ltd. (the “UGP”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |
|
NUMBER OF |
5 |
SOLE VOTING POWER.
11,880,245 shares, of which 10,542,529 shares are beneficially owned by NLVF III, 1,188,025 shares are beneficially owned by NLSF III, and 149,691 shares are beneficially owned by NLPF III. The UGP is the general partner of the DGP, the general partner of each of NLVF III, NLSF III and NLPF III, and may be deemed to have sole power to vote these shares, except the DGP, the general partner of each of NLVF III, NLSF III and NLPF III, may be deemed to have sole power to vote these shares, and Deng, Ke and Lee, the directors of the UGP, may be deemed to have shared power to vote these shares. |
| 6 |
SHARED VOTING POWER
See response to row 5. | |
| 7 |
SOLE DISPOSITIVE POWER
11,880,245 shares, of which 10,542,529 shares are beneficially owned by NLVF III, 1,188,025 shares are beneficially owned by NLSF I, and 149,691 shares are beneficially owned by NLPF III. The UGP is the general partner of the DGP, the general partner of each of NLVF III, NLSF III and NLPF III, and may be deemed to have sole power to dispose of such shares, except the DGP, the general partner of each of NLVF III, NLSF III and NLPF III, may be deemed to have sole power to dispose of these shares, and Deng, Ke and Lee, the directors of the UGP, may be deemed to have shared power to dispose of these shares. | |
| 8 |
SHARED DISPOSITIVE POWER
See response to row 7. | |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
11,880,245 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 13.5% |
| 12 | TYPE OF REPORTING PERSON* | OO |
| CUSIP NO. G17173 108 | 13 G | Page 7 of 16 |
| 1 | NAME OF REPORTING PERSONS Feng Deng (“Deng”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | |
|
NUMBER OF |
5 |
SOLE VOTING POWER.
0 shares. |
| 6 |
SHARED VOTING POWER
11,880,245 shares, of which 10,542,529 shares are beneficially owned by NLVF III, 1,188,025 shares are beneficially owned by NLSF III, and 149,691 shares are beneficially owned by NLPF III. Deng is a director of the UGP, the general partner of the DGP, which is the general partner of each of NLVF III, NLSF III and NLPF III, and may be deemed to have shared power to vote these shares. | |
| 7 |
SOLE DISPOSITIVE POWER.
0 shares. | |
| 8 |
SHARED DISPOSITIVE POWER.
11,880,245 shares, of which 10,542,529 shares are beneficially owned by NLVF III, 1,188,025 shares are beneficially owned by NLSF III, and 149,691 shares are beneficially owned by NLPF III. Deng is a director of the UGP, the general partner of the DGP, which is the general partner of each of NLVF III, NLSF III and NLPF III, and may be deemed to have shared power to dispose of these shares. | |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
11,880,245 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 13.5% |
| 12 | TYPE OF REPORTING PERSON* | IN |
| CUSIP NO. G17173 108 | 13 G | Page 8 of 16 |
| 1 | NAME
OF REPORTING PERSONS Yan Ke (“Ke”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S. Citizen | |
|
NUMBER
OF |
5 | SOLE VOTING POWER.
0 shares. |
| 6 | SHARED VOTING POWER
11,880,245 shares, of which 10,542,529 shares are beneficially owned by NLVF III, 1,188,025 shares are beneficially owned by NLSF III, and 149,691 shares are beneficially owned by NLPF III. Ke is a director of the UGP, the general partner of the DGP, which is the general partner of each of NLVF III, NLSF III and NLPF III, and may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER.
0 shares. | |
| 8 | SHARED DISPOSITIVE POWER.
11,880,245 shares, of which 10,542,529 shares are beneficially owned by NLVF III, 1,188,025 shares are beneficially owned by NLSF III, and 149,691 shares are beneficially owned by NLPF III. Ke is a director of the UGP, the general partner of the DGP, which is the general partner of each of NLVF III, NLSF III and NLPF III, and may be deemed to have shared power to dispose of these shares. | |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
11,880,245 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 13.5% |
| 12 | TYPE OF REPORTING PERSON* | IN |
| CUSIP NO. G17173 108 | 13 G | Page 9 of 16 |
| 1 | NAME
OF REPORTING PERSONS Jeffrey D. Lee (“Lee”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S. Citizen | |
|
NUMBER
OF |
5 | SOLE VOTING POWER.
0 shares. |
| 6 | SHARED VOTING POWER
11,880,245 shares, of which 10,542,529 shares are beneficially owned by NLVF III, 1,188,025 shares are beneficially owned by NLSF III, and 149,691 shares are beneficially owned by NLPF III. Lee is a director of the UGP, the general partner of the DGP, which is the general partner of each of NLVF III, NLSF III and NLPF III, and may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER.
0 shares. | |
| 8 | SHARED DISPOSITIVE POWER.
11,880,245 shares, of which 10,542,529 shares are beneficially owned by NLVF III, 1,188,025 shares are beneficially owned by NLSF III, and 149,691 shares are beneficially owned by NLPF III. Lee is a director of the UGP, the general partner of the DGP, which is the general partner of each of NLVF III, NLSF III and NLPF III, and may be deemed to have shared power to dispose of these shares. | |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
11,880,245 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 13.5% |
| 12 | TYPE OF REPORTING PERSON* | IN |
| CUSIP NO. G17173 108 | 13 G | Page 10 of 16 |
This Amendment No. 1 amends and restates in its entirety the Schedule 13G previously filed by Northern Light Venture Fund III, L.P. (“NLVF III”), Northern Light Strategic Fund III, L.P. (“NLSF III”), Northern Light Partners Fund III, L.P. (“NLPF III”), Northern Light Partners III, L.P. (the “DGP”), Northern Light Venture Capital III, Ltd. (the “UGP”), Feng Deng (“Deng”), Yan Ke (“Ke”), and Jeffrey D. Lee (together with all prior and current amendments thereto, this “Schedule 13G”).
| ITEM 1(A). | NAME OF ISSUER Burning Rock Biotech Limited |
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES No.5, Xingdao Ring Road North, International Bio Island Guangzhou 510005 |
The People’s Republic of China
| ITEM 2(A). | NAME OF PERSONS FILING |
This Schedule 13G is being filed by (i) Northern Light Venture Fund III, L.P., a Cayman Islands exempted limited partnership (“NLVF III”); (ii) Northern Light Strategic Fund III, L.P., a Cayman Islands exempted limited partnership (“NLSF III”); (iii) Northern Light Partners Fund III, L.P., a Cayman Islands exempted limited partnership (“NLPF III”); (iv) Northern Light Partners III, L.P., a Cayman Islands exempted limited partnership (the “DGP”); (v) Northern Light Venture Capital III, Ltd., a Cayman Islands exempted company (the “UGP”); (vi) Feng Deng (“Deng”), a citizen of the United States, (vii) Yan Ke (“Ke”), a citizen of the United States, and (viii) Jeffrey D. Lee (“Lee”), a citizen of the United States. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
NLVF III, NLSF III and NLPF III are venture capital funds. The DGP is the general partner of each of NLVF III, NLSF III and NLPF III and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer owned by the UGP for the benefit of NLVF III, NLSF III and NLPF III. The UGP is the general partner of the DGP and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer owned by the UGP for the benefit of NLVF III, NLSF III and NLPF III. Deng, Ke and Lee are the directors of the UGP and may be deemed to have shared power to vote and shared power to dispose of the shares owned by the UGP for the benefit of NLVF III, NLSF III and NLPF III.
| ITEM 2(B). | ADDRESS OF PRINCIPAL OFFICE |
The principal business office of the Reporting Persons is:
Northern Light Venture Capital
Suite 2210 Two Pacific Place
88 Queensway
Admiralty, Hong Kong
| ITEM 2(C) | CITIZENSHIP |
NLVF III, NLSF III, NLPF III and the DGP are Cayman Islands exempted limited partnerships. The UGP is a Cayman Islands exempted company. Lee, Deng and Ke are United States citizens.
| ITEM 2(D) AND (E). | TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER |
American Depositary Shares
CUSIP # G17173 108
| CUSIP NO. G17173 108 | 13 G | Page 11 of 16 |
| ITEM 3. | 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: 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. |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not applicable. |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
Under certain circumstances set forth in the limited partnership agreements of each of NLVF III, NLSF III, NLPF III and the DGP, and the memorandum and articles of association of the UGP, the general partner and limited partners or directors, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a general partner, limited partner or director.
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable. |
| CUSIP NO. G17173 108 | 13 G | Page 12 of 16 |
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. Not applicable. |
| ITEM 10. | CERTIFICATION. Not applicable. |
| CUSIP NO. G17173 108 | 13 G | Page 13 of 16 |
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 13, 2023
|
Northern Light Venture Capital III, Ltd.
Northern Light Partners III, L.P. By: Northern Light Venture Capital III, Ltd., Its General Partner
Northern Light Venture Fund III, L.P. By: Northern Light Partners III, L.P., Its General Partner
By: Northern Light Venture Capital III, Ltd., Its General Partner
Northern Light Strategic Fund III, L.P. By: Northern Light Partners III, L.P., Its General Partner
By: Northern Light Venture Capital III, Ltd., Its General Partner
Northern Light Partners Fund III, L.P. By: Northern Light Partners III, L.P., Its General Partner
By: Northern Light Venture Capital III, Ltd., Its General Partner
|
Feng Deng
Yan Ke
Jeffrey D. Lee
|
| By: | /s/ Jeffrey D. Lee | By: | /s/ Jeffrey D. Lee | |
| Jeffrey D. Lee, Attorney-In-Fact for the above-listed entities | Jeffrey D. Lee, Attorney-In-Fact for the above-listed individuals |
| CUSIP NO. G17173 108 | 13 G | Page 14 of 16 |
EXHIBIT INDEX
| Found on Sequentially | |
| Exhibit | Numbered Page |
| Exhibit A: Agreement of Joint Filing | 15 |
| Exhibit B: Power of Attorney | 16 |
| CUSIP NO. G17173 108 | 13 G | Page 15 of 16 |
Agreement of Joint Filing
The Reporting Persons agree that a single Schedule 13G (or any amendment thereto) relating to the American Depositary Shares of Burning Rock Biotech Limited shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.
| CUSIP NO. G17173 108 | 13 G | Page 16 of 16 |
POWER OF ATTORNEY
Jeffrey D. Lee has signed this Schedule 13G as Attorney-In-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate agencies.