SEC Form SC 13G/A filed by Cyteir Therapeutics Inc. (Amendment)

UNITED STATES

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)*

Cyteir Therapeutics, Inc. 

(Name of Issuer)

Common Stock

(Title of Class of Securities)

23284P 10 3 

(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:

*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).

(1)   This Schedule 13G is filed by Lightstone Ventures II, L.P. (“LSV II”), Lightstone Ventures II(A), L.P. (“LSV II(A)”), LSV Associates II, LLC (“LSV Associates II” and, together with LSV II and LSV II(A), the “LSV Entities”), Michael A. Carusi, Jean M. George and Henry A. Plain, Jr. Together with the LSV Entities, Messrs. Carusi, and Plain and Ms. George are herein collectively referred to as the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) The shares are held by LSV II.

(3) The beneficial ownership percentage is based on a total of 35,998,068 shares of Common Stock outstanding as of November 2, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 6, 2023.

(1)  This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) The shares are held by LSV II(A).

(3) The beneficial ownership percentage is based on a total of 35,998,068 shares of Common Stock outstanding as of November 2, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 6, 2023.

(1)  This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Consists of 2,309,901 shares held directly by LSV II and 134,364 shares held directly by LSV II(A). LSV Associates II serves as the general partner of LSV II and LSV II(A) and may be deemed to beneficially own the shares held by LSV II and LSV II(A).

(3) The beneficial ownership percentage is based on a total of 35,998,068 shares of Common Stock outstanding as of November 2, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 6, 2023.

(1)  This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)  Consists of 2,309,901 shares held directly by LSV II and 134,364 shares held directly by LSV II(A). Messrs. Carusi and Plain and Ms. George, the individual managing directors of LSV Associates II, the general partner of LSV II and LSV II(A), share voting and dispositive power with respect to the shares held of record by LSV II and LSV II(A), and may be deemed to own beneficially the shares held by LSV II and LSV II(A).

(3)  The beneficial ownership percentage is based on a total of 35,998,068 shares of Common Stock outstanding as of November 2, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 6, 2023.

(1)  This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)  Consists of 28,300 shares of Common Stock issuable upon the exercise of stock options held by Ms. George that are exercisable within 60 days of the date of this filing.

(3)  Consists of 2,309,901 shares held directly by LSV II and 134,364 shares held directly by LSV II(A). Messrs. Carusi and Plain and Ms. George, the individual managing directors of LSV Associates II, the general partner of LSV II and LSV II(A), share voting and dispositive power with respect to the shares held of record by LSV II and LSV II(A), and may be deemed to own beneficially the shares held by LSV II and LSV II(A).

(4)  The beneficial ownership percentage is based on a total of (i) 35,998,068 shares of Common Stock outstanding as of November 2, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 6, 2023 and (ii) 28,300 shares issuable upon the exercise of stock options held by Ms. George that are exercisable within 60 days of the date of this filing.

(1)  This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)  Consists of 2,309,901 shares held directly by LSV II and 134,364 shares held directly by LSV II(A). Messrs. Carusi and Plain and Ms. George, the individual managing directors of LSV Associates II, the general partner of LSV II and LSV II(A), share voting and dispositive power with respect to the shares held of record by LSV II and LSV II(A), and may be deemed to own beneficially the shares held by LSV II and LSV II(A).

(3)  The beneficial ownership percentage is based on a total of 35,998,068 shares of Common Stock outstanding as of November 2, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 6, 2023.

  Introductory Note: This statement on Schedule 13G is being filed by the Reporting Persons in respect of common stock of Cyteir Therapeutics, Inc. (the   “Issuer”).

Cyteir Therapeutics, Inc.

99 Hayden Street, Building B, Suite 450

Lexington, MA 02421

Lightstone Ventures II, L.P. (“LSV II”)

Lightstone Ventures II(A), L.P. (“LSV II(A)”)

LSV Associates II, LLC (“LSV Associates II” and, together with LSV II, LSV II(A), the “LSV Entities”)

Michael A. Carusi

Jean M. George

Henry A. Plain, Jr.

The address of the principal place of business of each of the Reporting Persons is 500 Boylston St., Suite 1380, Boston, MA 02116.

Each of the LSV Entities is organized in the State of Delaware. Each of the individual Reporting Persons is a United States citizen.

Item 2(d) Title of Class of Securities

Common Stock

23284P 10 3

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 pages 2-7

(b) Percent of class: See Row 11 of pages 2-7

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: See Row 5 of pages 2-7

(ii) Shared power to vote or to direct the vote: See Row 6 of pages 2-7

(iii) Sole power to dispose or to direct the disposition of: See Row 7 of pages 2-7

(iv) Shared power to dispose or to direct the disposition of: See Row 8 of pages 2-7

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 ¨.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

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 14, 2024

Exhibit  Index

A. Agreement regarding filing of Joint Schedule 13G

Exhibit A

AGREEMENT

Pursuant to Rule 13d-1(k)(l) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

Date: February 14, 2024