SEC Form SC 13G/A filed by Seer Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CUSIP No.
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81578P106
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1.
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Names of Reporting Persons
aMoon Growth Fund Limited Partnership
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||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☒
(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
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
0
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6.
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Shared Voting Power
4,112,235
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||
7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
4,112,235
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||
9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,112,235
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||
10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
||
11.
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Percent of Class Represented by Amount in Row (9)
6.44%
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||
12.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No.
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81578P106
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||
1.
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Names of Reporting Persons
aMoon Co-Investment SPV I, L.P.
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||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☒
(b) ☐
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||
3.
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SEC Use Only
|
||
4.
|
Citizenship or Place of Organization
Cayman Islands
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
810,961
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||
7.
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Sole Dispositive Power
0
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||
8.
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Shared Dispositive Power
810,961
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||
9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
810,961
|
||
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
||
11.
|
Percent of Class Represented by Amount in Row (9)
1.27%
|
||
12.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No.
|
81578P106
|
||
1.
|
Names of Reporting Persons
aMoon Growth Fund G.P. Limited Partnership
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☒
(b) ☐
|
||
3.
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SEC Use Only
|
||
4.
|
Citizenship or Place of Organization
Israel
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
4,923,196
|
||
7.
|
Sole Dispositive Power
0
|
||
8.
|
Shared Dispositive Power
4,923,196
|
||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,923,196
|
||
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
||
11.
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Percent of Class Represented by Amount in Row (9)
7.71%
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||
12.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No.
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81578P106
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||
1.
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Names of Reporting Persons
aMoon General Partner Ltd.
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||
2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☒
(b) ☐
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||
3.
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SEC Use Only
|
||
4.
|
Citizenship or Place of Organization
Israel
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
4,923,196
|
||
7.
|
Sole Dispositive Power
0
|
||
8.
|
Shared Dispositive Power
4,923,196
|
||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,923,196
|
||
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
||
11.
|
Percent of Class Represented by Amount in Row (9)
7.71%
|
||
12.
|
Type of Reporting Person (See Instructions)
CO
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CUSIP No.
|
81578P106
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||
1.
|
Names of Reporting Persons
Dr. Yair C. Schindel
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||
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
Israel
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
4,923,196
|
||
7.
|
Sole Dispositive Power
0
|
||
8.
|
Shared Dispositive Power
4,923,196
|
||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,923,196
|
||
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
||
11.
|
Percent of Class Represented by Amount in Row (9)
7.71%
|
||
12.
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Type of Reporting Person (See Instructions)
IN
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Item 1(a)
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Name of Issuer
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Item 1(b)
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Address of Issuer’s Principal Executive Offices
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Item 2(a)-(b)
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Name of Person Filing; Address of Principal Business Office or, if none, Residence
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1. |
aMoon Growth Fund Limited Partnership (“aMoon”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.
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2. |
aMoon Co-Investment SPV I, L.P. (“aMoon Co-Investment”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.
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3. |
aMoon Growth Fund G.P. Limited Partnership (“aMoon G.P.”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.
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4. |
aMoon General Partner Ltd. (“aMoon Ltd.”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.
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5. |
Dr. Yair C. Schindel (“Schindel”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.
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Item 2(c)
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Citizenship
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Item 2(d)
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Title of Class of Securities
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Item 2(e)
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CUSIP Number |
Item 3
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If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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Item 4
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Ownership
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(a) |
Amount beneficially owned: 4,112,235 shares of Class A Common Stock.
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(b) |
Percent of Class: 6.44%
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(c) |
Number of shares as to which the person has:
|
(i) |
Sole power to vote or direct the vote: 0
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(ii) |
Shared power to vote or to direct the vote: 4,112,235 shares of Class A Common Stock
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(iii) |
Sole power to dispose or to direct the disposition of: 0
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(iv) |
Shared power to dispose or to direct the disposition of: 4,112,235 shares of Class A Common Stock
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(a) |
Amount beneficially owned: 810,961 shares of Class A Common Stock.
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(b) |
Percent of Class: 1.27%
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or direct the vote: 0
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(ii) |
Shared power to vote or to direct the vote: 810,961 shares of Class A Common Stock
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(iii) |
Sole power to dispose or to direct the disposition of: 0
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(iv) |
Shared power to dispose or to direct the disposition of: 810,961 shares of Class A Common Stock
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(a) |
Amount beneficially owned: 4,923,196 shares of Class A Common Stock. aMoon G.P. is the sole general partner of aMoon and aMoon Co-Investment. By virtue of such relationship, aMoon G.P. may be deemed to have shared voting and
investment power with respect to the shares of Class A Common Stock of the Issuer held by aMoon and aMoon Co-Investment.
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(b) |
Percent of Class: 7.71%
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or direct the vote: 0
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(ii) |
Shared power to vote or to direct the vote: 4,923,196 shares of Class A Common Stock
|
(iii) |
Sole power to dispose or to direct the disposition of: 0
|
(iv) |
Shared power to dispose or to direct the disposition of: 4,923,196 shares of Class A Common Stock
|
(a) |
Amount beneficially owned: 4,923,196 shares of Class A Common Stock. aMoon Ltd. is the sole general partner of aMoon G.P. By virtue of such relationships, aMoon Ltd. may be deemed to have shared voting and investment power with
respect to the shares of Class A Common Stock of the Issuer held by aMoon and aMoon Co-Investment.
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(b) |
Percent of Class: 7.71%
|
(c) |
Number of shares as to which the person has:
|
(i) |
Sole power to vote or direct the vote: 0
|
(ii) |
Shared power to vote or to direct the vote: 4,923,196 shares of Class A Common Stock
|
(iii) |
Sole power to dispose or to direct the disposition of: 0
|
(iv) |
Shared power to dispose or to direct the disposition of: 4,923,196 shares of Class A Common Stock
|
(a) |
Amount beneficially owned: 4,923,196 shares of Class A Common Stock. Schindel is the sole shareholder of aMoon Ltd. By virtue of such relationships, Schindel may be deemed to have shared voting and investment power with respect
to the shares of Class A Common Stock of the Issuer held by aMoon and aMoon Co-Investment. Schindel disclaims beneficial ownership of the shares of Class A Common Stock of the Issuer held by aMoon, aMoon Co-Investment, aMoon G.P. and aMoon
Ltd., except to the extent of his pecuniary interest therein, if any.
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(b) |
Percent of Class: 7.71%
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(c) |
Number of shares as to which the person has:
|
(i) |
Sole power to vote or direct the vote: 0
|
(ii) |
Shared power to vote or to direct the vote: 4,923,196 shares of Class A Common Stock
|
(iii) |
Sole power to dispose or to direct the disposition of: 0
|
(iv) |
Shared power to dispose or to direct the disposition of: 4,923,196 shares of Class A Common Stock
|
Item 5
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Ownership of Five Percent or Less of a Class
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person
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Item 7 |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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Item 8 |
Identification and Classification of Members of the Group
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Item 9
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Notice of Dissolution of Group
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Item 10
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Certification
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AMOON GROWTH FUND LIMITED PARTNERSHIP BY: AMOON GROWTH FUND G.P. LIMITED PARTNERSHIP, ITS GENERAL PARTNER BY: AMOON GENERAL PARTNER LTD., ITS GENERAL PARTNER |
|||
By:
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/s/ Dr. Yair C. Schindel | ||
Name: Dr. Yair C. Schindel | |||
Title: Director
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AMOON CO-INVESTMENT SPV, L.P.
BY: AMOON GROWTH FUND G.P. LIMITED PARTNERSHIP, ITS GENERAL PARTNER BY: AMOON GENERAL PARTNER LTD., ITS GENERAL PARTNER |
|||
By:
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/s/ Dr. Yair C. Schindel | ||
Name: Dr. Yair C. Schindel | |||
Title: Director
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AMOON GROWTH FUND G.P. LIMITED PARTNERSHIP
BY: AMOON GENERAL PARTNER LTD., ITS GENERAL PARTNER |
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By:
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/s/ Dr. Yair C. Schindel | ||
Name: Dr. Yair C. Schindel | |||
Title: Director
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AMOON GENERAL PARTNER LTD.
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By:
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/s/ Dr. Yair C. Schindel | ||
Name: Dr. Yair C. Schindel | |||
Title: Director
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DR. YAIR C. SCHINDEL
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|||
By:
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/s/ Dr. Yair C. Schindel |