SEC Form SC 13G/A filed by Revolution Medicines Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
REVOLUTION MEDICINES, INC.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
76155X100
(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 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. 76155X100 | 13G |
| 1. | NAMES OF REPORTING PERSONS
The Column Group III, LP | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
0 | |||
| 7. | SOLE DISPOSITIVE POWER
0 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 76155X100 | 13G |
| 1. | NAMES OF REPORTING PERSONS
The Column Group III-A, LP | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
0 | |||
| 7. | SOLE DISPOSITIVE POWER
0 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 76155X100 | 13G |
| 1. | NAMES OF REPORTING PERSONS
The Column Group III GP, LP | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
0 | |||
| 7. | SOLE DISPOSITIVE POWER
0 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 76155X100 | 13G |
| 1. | NAMES OF REPORTING PERSONS
Ponoi Capital, LP | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
0 | |||
| 7. | SOLE DISPOSITIVE POWER
0 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 76155X100 | 13G |
| 1. | NAMES OF REPORTING PERSONS
Ponoi Management, LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
0 | |||
| 7. | SOLE DISPOSITIVE POWER
0 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| CUSIP No. 76155X100 | 13G |
| 1. | NAMES OF REPORTING PERSONS
Ponoi Capital II, LP | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
0 | |||
| 7. | SOLE DISPOSITIVE POWER
0 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 76155X100 | 13G |
| 1. | NAMES OF REPORTING PERSONS
Ponoi II Management, LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
0 | |||
| 7. | SOLE DISPOSITIVE POWER
0 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| CUSIP No. 76155X100 | 13G |
| 1. | NAMES OF REPORTING PERSONS
The Column Group IV, LP | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
0 | |||
| 7. | SOLE DISPOSITIVE POWER
0 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 76155X100 | 13G |
| 1. | NAMES OF REPORTING PERSONS
The Column Group IV-A, LP | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
0 | |||
| 7. | SOLE DISPOSITIVE POWER
0 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 76155X100 | 13G |
| 1. | NAMES OF REPORTING PERSONS
The Column Group IV GP, LP | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
0 | |||
| 7. | SOLE DISPOSITIVE POWER
0 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 76155X100 | 13G |
| 1. | NAMES OF REPORTING PERSONS
The Column Group, LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
46 (1) | |||
| 7. | SOLE DISPOSITIVE POWER
0 | |||
| 8. | SHARED DISPOSITIVE POWER
46 (1) |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46 (1) | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% (2) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| (1) | All such shares are held of record by TCG (as defined in item 2(a) of the Original Schedule 13G). Peter Svennilson, David Goeddel and Tim Kutzkey are the managing members of TCG and may each be deemed to share voting, investment and dispositive power with respect to these securities. |
| (2) | Based on 109,564,695 shares of Common Stock outstanding as of November 2, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 6, 2023 (the “Form 10-Q”). |
| CUSIP No. 76155X100 | 13G |
Explanatory Note
This Amendment No. 3 (“Amendment No. 3”) amends and supplements the Schedule 13G initially filed with the Securities and Exchange Commission (the “Commission”) on February 16, 2021, as amended by Amendment No. 1 filed with the Commission on February 11, 2022 and Amendment No. 2 filed with the Commission on February 13, 2023 (collectively, the “Original Schedule 13G”) and is being filed by The Column Group, LLC (“TCG”), The Column Group III, LP (“TCG III LP”), The Column Group III-A, LP (“TCG III-A LP”), The Column Group III GP, LP (“TCG III GP LP”), The Column Group IV, LP (“TCG IV LP”), The Column Group IV-A, LP (“TCG IV-A LP”), The Column Group IV GP, LP (“TCG IV GP LP”), Ponoi Capital, LP (“Ponoi LP”), Ponoi Management, LLC (“Ponoi LLC”), Ponoi Capital II, LP (“Ponoi II LP”) and Ponoi II Management, LLC (“Ponoi II LLC” and together with TCG III LP, TCG III-A LP, TCG III GP LP, TCG IV LP, TCG IV-A LP, TCG IV GP LP, Ponoi LP, Ponoi LLC and Ponoi II LP, the “Reporting Entities”). Peter Svennilson, David Goeddel and Tim Kutzkey are the managing partners of TCG III GP LP and TCG IV GP LP and the managing members of TCG, Ponoi LLC and Ponoi II LLC. Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 3 have the meanings ascribed to them in the Original Schedule 13G.
| Item 4. | Ownership. |
(a) Amount beneficially owned:
See Row 9 of the cover page for each Reporting Entity and the corresponding footnotes.*
(b) Percent of class:
See Row 11 of the cover page for each Reporting Entity and the corresponding footnotes.*
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
See Row 5 of the cover page for each Reporting Entity and the corresponding footnotes.*
(ii) Shared power to vote or to direct the vote
See Row 6 of the cover page for each Reporting Entity and the corresponding footnotes.*
(iii) Sole power to dispose or to direct the disposition of
See Row 7 of the cover page for each Reporting Entity and the corresponding footnotes.*
(iv) Shared power to dispose or to direct the disposition of
See Row 8 of the cover page for each Reporting Entity and the corresponding footnotes.*
| * | Each of the Reporting Entities disclaims beneficial ownership as to such securities, except to the extent of its pecuniary interest therein. |
| 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 5% of the class of securities, check the following: ☒
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.
Dated: February 9, 2024.
| THE COLUMN GROUP III, LP | THE COLUMN GROUP III GP, LP | |||||||
| By: | The Column Group III GP, LP | |||||||
| By: | /s/ James Evangelista, Attorney in Fact | By: | /s/ James Evangelista, Attorney in Fact | |||||
| Name: | James Evangelista | Name: | James Evangelista | |||||
| Title: | Attorney in Fact | Title: | Attorney in Fact | |||||
| PONOI CAPITAL, LP | PONOI MANAGEMENT, LLC | |||||||
| By: | Ponoi Management, LLC | |||||||
| By: | /s/ James Evangelista, Attorney in Fact | By: | /s/ James Evangelista, Attorney in Fact | |||||
| Name: | James Evangelista | Name: | James Evangelista | |||||
| Title: | Attorney in Fact | Title: | Attorney in Fact | |||||
| PONOI CAPITAL II, LP | PONOI II MANAGEMENT, LLC | |||||||
| By: | Ponoi II Management, LLC | |||||||
| By: | /s/ James Evangelista, Attorney in Fact | By: | /s/ James Evangelista, Attorney in Fact | |||||
| Name: | James Evangelista | Name: | James Evangelista | |||||
| Title: | Attorney in Fact | Title: | Attorney in Fact | |||||
| THE COLUMN GROUP III-A, LP | THE COLUMN GROUP, LLC | |||||||
| By: | The Column Group III GP, LP | |||||||
| By: | /s/ James Evangelista, Attorney in Fact | By: | /s/ James Evangelista, Attorney in Fact | |||||
| Name: | James Evangelista | Name: | James Evangelista | |||||
| Title: | Attorney in Fact | Title: | Attorney in Fact | |||||
| THE COLUMN GROUP IV, LP | THE COLUMN GROUP IV-A, LP | |||||||
| By: | The Column Group IV GP, LP | By: | The Column Group IV GP, LP | |||||
| By: | /s/ James Evangelista, Attorney in Fact | By: | /s/ James Evangelista, Attorney in Fact | |||||
| Name: | James Evangelista | Name: | James Evangelista | |||||
| Title: | Attorney in Fact | Title: | Attorney in Fact | |||||
| THE COLUMN GROUP IV GP, LP | ||
| By: | /s/ James Evangelista, Attorney in Fact | |
| Name: | James Evangelista | |
| Title: | Attorney in Fact | |