SEC Form SC 13G/A filed by HilleVax Inc. (Amendment)
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
HilleVax, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
43157M102
(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).
| CUSIP No. 43157M102 | Schedule 13G | Page 1 of 16 |
| 1 | Names of Reporting Persons
The Carlyle Group Inc. | |||||
| 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
0 | ||
| 6 | Shared Voting Power
1,838,486 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
1,838,486 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,838,486 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
3.8% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. 43157M102 | Schedule 13G | Page 2 of 16 |
| 1 | Names of Reporting Persons
Carlyle Holdings I GP Inc. | |||||
| 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
0 | ||
| 6 | Shared Voting Power
1,838,486 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
1,838,486 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,838,486 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
3.8% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. 43157M102 | Schedule 13G | Page 3 of 16 |
| 1 | Names of Reporting Persons
Carlyle Holdings I GP Sub L.L.C. | |||||
| 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
0 | ||
| 6 | Shared Voting Power
1,838,486 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
1,838,486 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,838,486 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
3.8% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 43157M102 | Schedule 13G | Page 4 of 16 |
| 1 | Names of Reporting Persons
Carlyle Holdings 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
0 | ||
| 6 | Shared Voting Power
1,838,486 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
1,838,486 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,838,486 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
3.8% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 43157M102 | Schedule 13G | Page 5 of 16 |
| 1 | Names of Reporting Persons
CG Subsidiary Holdings L.L.C. | |||||
| 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
0 | ||
| 6 | Shared Voting Power
1,838,486 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
1,838,486 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,838,486 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
3.8% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 43157M102 | Schedule 13G | Page 6 of 16 |
| 1 | Names of Reporting Persons
TC Group, L.L.C. | |||||
| 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
0 | ||
| 6 | Shared Voting Power
1,838,486 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
1,838,486 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,838,486 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
3.8% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 43157M102 | Schedule 13G | Page 7 of 16 |
| 1 | Names of Reporting Persons
Carlyle Investment Management L.L.C. | |||||
| 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
0 | ||
| 6 | Shared Voting Power
1,838,486 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
1,838,486 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,838,486 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
3.8% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 43157M102 | Schedule 13G | Page 8 of 16 |
| 1 | Names of Reporting Persons
Carlyle Genesis UK 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
0 | ||
| 6 | Shared Voting Power
1,838,486 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
1,838,486 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,838,486 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
3.8% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 43157M102 | Schedule 13G | Page 9 of 16 |
| 1 | Names of Reporting Persons
Abingworth LLP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 |
Citizenship or Place of Organization
England and Wales | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||
| 6 | Shared Voting Power
1,838,486 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
1,838,486 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,838,486 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
3.8% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 43157M102 | Schedule 13G | Page 10 of 16 |
| 1 | Names of Reporting Persons
Abingworth Bioventures 8 LP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 |
Citizenship or Place of Organization
England and Wales | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||
| 6 | Shared Voting Power
1,838,486 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
1,838,486 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,838,486 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
3.8% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 43157M102 | Schedule 13G | Page 11 of 16 |
| ITEM 1. | (a) | Name of Issuer: | ||
| HilleVax, Inc. (the “Issuer”). | ||||
| (b) | Address of Issuer’s Principal Executive Offices: | |||
| 75 State Street, Suite 100 - #9995, Boston, MA 02109 | ||||
| ITEM 2. | (a) | Name of Person Filing: | ||
| Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of: | ||||
| The Carlyle Group Inc. | ||||
| Carlyle Holdings I GP Inc. | ||||
| Carlyle Holdings I GP Sub L.L.C. | ||||
| Carlyle Holdings I L.P. | ||||
| CG Subsidiary Holdings L.L.C. | ||||
| TC Group, L.L.C. | ||||
| Carlyle Investment Management L.L.C. | ||||
| Carlyle Genesis UK LLC | ||||
| Abingworth LLP | ||||
| Abingworth Bioventures 8 LP | ||||
| (b) | Address or Principal Business Office: | |||
| The principal business address of each of Abingworth LLP and Abingworth Bioventures 8 LP is 38 Jermyn Street, London, SW1Y 6DN, England, United Kingdom. The principal business address of each of the other Reporting Persons is c/o The Carlyle Group, 1001 Pennsylvania Ave. NW, Suite 220 South, Washington, DC 20004-2505. | ||||
| (c) | Citizenship of each Reporting Person is: | |||
| Each of Abingworth LLP and Abingworth Bioventures 8 LP is organized under the laws of England and Wales. Each of the other Reporting Persons is organized under the laws of the State of Delaware. | ||||
| (d) | Title of Class of Securities: | |||
| Common Stock, par value $0.0001 per share (“Common Stock”). | ||||
| (e) | CUSIP Number: | |||
| 43157M102 | ||||
| CUSIP No. 43157M102 | Schedule 13G | Page 12 of 16 |
| ITEM 3. |
|
Not applicable.
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2023, based upon 48,437,001 shares of Common Stock outstanding as of November 6, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023.
| Reporting Person | Amount beneficially owned |
Percent of class |
Sole power to vote or to direct the vote |
Shared power to vote or to direct the vote |
Sole power to dispose or to direct the disposition |
Shared power to dispose or to direct the disposition |
||||||||||||||||||
| The Carlyle Group Inc. |
1,838,486 | 3.8 | % | 0 | 1,838,486 | 0 | 1,838,486 | |||||||||||||||||
| Carlyle Holdings I GP Inc. |
1,838,486 | 3.8 | % | 0 | 1,838,486 | 0 | 1,838,486 | |||||||||||||||||
| Carlyle Holdings I GP Sub L.L.C. |
1,838,486 | 3.8 | % | 0 | 1,838,486 | 0 | 1,838,486 | |||||||||||||||||
| Carlyle Holdings I L.P. |
1,838,486 | 3.8 | % | 0 | 1,838,486 | 0 | 1,838,486 | |||||||||||||||||
| CG Subsidiary Holdings L.L.C. |
1,838,486 | 3.8 | % | 0 | 1,838,486 | 0 | 1,838,486 | |||||||||||||||||
| TC Group, L.L.C. |
1,838,486 | 3.8 | % | 0 | 1,838,486 | 0 | 1,838,486 | |||||||||||||||||
| Carlyle Investment Management L.L.C. |
1,838,486 | 3.8 | % | 0 | 1,838,486 | 0 | 1,838,486 | |||||||||||||||||
| Carlyle Genesis UK LLC |
1,838,486 | 3.8 | % | 0 | 1,838,486 | 0 | 1,838,486 | |||||||||||||||||
| Abingworth LLP |
1,838,486 | 3.8 | % | 0 | 1,838,486 | 0 | 1,838,486 | |||||||||||||||||
| Abingworth Bioventures 8 LP |
1,838,486 | 3.8 | % | 0 | 1,838,486 | 0 | 1,838,486 | |||||||||||||||||
The shares of Common Stock reported herein are held of record by Abingworth Bioventures 8 LP.
The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the managing member of Carlyle Investment Management L.L.C., which is the sole member of Carlyle Genesis UK LLC, which is the principal member of Abingworth LLP. Abingworth Bioventures 8 LP has delegated to Abingworth LLP all investment and dispositive power over the securities held of record by Abingworth Bioventures 8 LP. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Abingworth Bioventures 8 LP, but each disclaims beneficial ownership of such securities.
| CUSIP No. 43157M102 | Schedule 13G | Page 13 of 16 |
| 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 Persons have 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. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
| CUSIP No. 43157M102 | Schedule 13G | Page 14 of 16 |
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
| The Carlyle Group Inc. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Chief Financial Officer | |
| Carlyle Holdings I GP Inc. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Managing Director and Chief Financial Officer | |
| Carlyle Holdings I GP Sub L.L.C. | ||
| By: Carlyle Holdings I GP Inc., its sole member | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Managing Director and Chief Financial Officer | |
| Carlyle Holdings I L.P. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Managing Director | |
| CG Subsidiary Holdings L.L.C. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Managing Director | |
| TC Group, L.L.C. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Managing Director | |
| CUSIP No. 43157M102 | Schedule 13G | Page 15 of 16 |
| Carlyle Investment Management L.L.C. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Chief Financial Officer | |
| Carlyle Genesis UK LLC | ||
| By: Carlyle Investment Management L.L.C., its sole member | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Chief Financial Officer | |
| Abingworth LLP | ||
| By: | /s/ John Heard | |
| Name: | John Heard | |
| Title: | Authorized Signatory | |
| Abingworth Bioventures 8 LP | ||
| By: | /s/ John Heard | |
| Name: | John Heard | |
| Title: | Authorized Signatory | |
| CUSIP No. 43157M102 | Schedule 13G | Page 16 of 16 |
LIST OF EXHIBITS
| Exhibit No. | Description | |||||
| 24 | Power of Attorney. | |||||
| 99 | Joint Filing Agreement (previously filed). | |||||