SEC Form SC 13G/A filed by Metacrine Inc. (Amendment)
$MTCR
Medicinal Chemicals and Botanical Products
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Metacrine, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
59101E103
(CUSIP Number)
December 31, 2021
(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 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).
Continued on following pages
Page 1 of 12 Pages
Exhibit Index: Page 10
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CUSIP No. 59101E103
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Page 2 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
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venBio Global Strategic Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No. 59101E103
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Page 3 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
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venBio Global Strategic GP, L.P
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No. 59101E103
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Page 4 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
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venBio Global Strategic GP, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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CUSIP No. 59101E103
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Page 5 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
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Robert Adelman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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|||
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. 59101E103
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Page 6 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
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Corey Goodman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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|||
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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|||
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||
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☐
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|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.0%
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. 59101E103
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Page 7 of 12 Pages
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| Item 1(a). |
Name of Issuer
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Metacrine, Inc. (the “Issuer”)
| Item 1(b). |
Address of Issuer’s Principal Executive Offices
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3985 Sorrento Valley Blvd., Suite C, San Diego, California 92121
| Item 2(a). |
Names of Persons Filing
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This Statement is filed on behalf of the following persons (collectively, the “Reporting Persons”):
| i) |
venBio Global Strategic Fund, L.P. (“Fund”);
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| ii) |
venBio Global Strategic GP, L.P. (“General Partner”);
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| iii) |
venBio Global Strategic GP, Ltd. (“GP Ltd.”);
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| iv) |
Robert Adelman (“Mr. Adelman”); and
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| v) |
Corey Goodman (“Mr. Goodman”).
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This Statement relates to Shares (as defined herein) directly beneficially owned by Fund. General Partner is the sole general partner of Fund, and GP Ltd. is the sole general
partner of General Partner. Mr. Adelman and Mr. Goodman are directors of GP Ltd. (collectively, the “Directors”). Accordingly, each of General Partner, GP Ltd., and the Directors may be deemed to indirectly beneficially own the Shares reported
herein.
| Item 2(b). |
Address of Principal Business Office or, if None, Residence
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The address of the principal business office of each Reporting Person is c/o venBio Partners, LLC, 1700 Owens Street, Suite 595, San Francisco, CA 94158.
| Item 2(c). |
Citizenship
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Each of Fund and General Partner is a Cayman Islands exempted limited partnership. GP Ltd. is a Cayman Islands exempted company. Each of the Directors is a United States
citizen.
| Item 2(d). |
Title of Class of Securities
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Common Stock, $0.0001 par value per share (the “Shares”)
| Item 2(e). |
CUSIP Number
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59101E103
| Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
This Item 3 is not applicable.
| Item 4. |
Ownership
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| Item 4(a) |
Amount Beneficially Owned
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As of December 31, 2021, each of the Reporting Persons may be deemed to beneficially own 0 Shares.
| Item 4(b) |
Percent of Class
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The percentages set forth in row 11 are based on 25,956,300 Shares outstanding as of November 9, 2020, as reported in the Issuer’s Form 10-Q filed on November 12, 2020.
| Item 4(c) |
Number of Shares as to which such person has:
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| (i) |
sole power to vote or to direct the vote: See Line 5 of cover sheets.
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| (ii) |
shared power to vote or to direct the vote: See Line 6 of cover sheets.
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| (iii) |
sole power to dispose or to direct the disposition of: See Line 7 of cover sheets.
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| (iv) |
shared power to dispose or to direct the disposition of: See Line 8 of cover sheets.
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Each Reporting Person disclaims beneficial ownership of such securities except for the shares, if any, such Reporting Person holds of record.
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CUSIP No. 59101E103
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Page 8 of 12 Pages
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| Item 5. |
Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of December 31, 2021, the Reporting Persons have ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [X].
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
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This Item 6 is not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
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See disclosure in Item 2 hereof.
| Item 8. |
Identification and Classification of Members of the Group
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This Item 8 is not applicable.
| Item 9. |
Notice of Dissolution of Group
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This Item 9 is not applicable.
| Item 10. |
Certification
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This Item 10 is not applicable.
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CUSIP No. 59101E103
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Page 9 of 12 Pages
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: February 14, 2022 | |||
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VENBIO GLOBAL STRATEGIC FUND, L.P.
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By:
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VENBIO GLOBAL STRATEGIC GP, L.P.
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General Partner
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By:
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venBio Global Strategic GP, Ltd.
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General Partner
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By:
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*
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Director
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VENBIO GLOBAL STRATEGIC GP, L.P.
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By:
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VENBIO GLOBAL STRATEGIC GP, LTD.
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General Partner
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By:
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*
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Director
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VENBIO GLOBAL STRATEGIC GP, LTD.
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By:
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*
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Director
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*
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Robert Adelman
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*
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Corey Goodman
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*By:
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/s/ David Pezeshki
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David Pezeshki
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As attorney-in-fact
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This Schedule 13G was executed by David Pezeshki on behalf of the individual listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.
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CUSIP No. 59101E103
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Page 10 of 12 Pages
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EXHIBIT INDEX
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Ex.
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Page No.
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1
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Joint Filing Agreement
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11
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2
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Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
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12
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CUSIP No. 59101E103
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Page 11 of 12 Pages
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EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the common stock of Metacrine, Inc. dated as of February 14, 2022 is, and any amendments thereto
(including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
| Date: February 14, 2022 | |||
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VENBIO GLOBAL STRATEGIC FUND, L.P.
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By:
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VENBIO GLOBAL STRATEGIC GP, L.P.
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General Partner
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By:
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venBio Global Strategic GP, Ltd.
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General Partner
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By:
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*
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Director
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VENBIO GLOBAL STRATEGIC GP, L.P.
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By:
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VENBIO GLOBAL STRATEGIC GP, LTD.
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General Partner
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By:
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*
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Director
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VENBIO GLOBAL STRATEGIC GP, LTD.
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By:
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*
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Director
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*
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Robert Adelman
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*
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Corey Goodman
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*By:
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/s/ David Pezeshki
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David Pezeshki
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As attorney-in-fact
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This Agreement was executed by David Pezeshki on behalf of the individual listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.
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CUSIP No. 59101E103
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Page 12 of 12 Pages
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EXHIBIT 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints David Pezeshki his true and lawful attorney-in-fact, with full power of substitution, to
sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a direct or indirect general partner, director, officer, member or
manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same,
with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority,
granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 10th day of February, 2017.
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/s/ Robert Adelman
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Robert Adelman
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/s/ Corey Goodman
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Corey Goodman
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