SEC Form SC 13G/A filed by Sera Prognostics Inc. (Amendment)

7/19/22 5:14:17 PM ET

$SERA

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Health Care

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SC 13G/A 1 blueoxsera13gajuly2022.htm AMENDMENT NO. 1 TO SCHEDULE 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Sera Prognostics, Inc.

(Name of Issuer)

Class A common stock, par value $ 0.0001 per share

(Title of Class of Securities)

81749D107

(CUSIP Number)

07/18/2022

(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).

1	NAMES OF REPORTING PERSONS
	Blue Ox Healthcare Partners, LLC⁽¹⁾ Blue Ox Healthcare Partners SP, LLC BXHCP SP II, LLC BXHCP SP III, LLC Charles D. Kennedy MD Oded Levy John A. Neczesny

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
			Blue Ox Healthcare Partners SP, LLC: 890,295⁽²⁾ BXHCP SP II, LLC: 77,420 BXHCP SP III, LLC: 46,744 Total: 1,014,459⁽¹⁾

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			Blue Ox Healthcare Partners SP, LLC: 890,295⁽²⁾ BXHCP SP II, LLC: 77,420 BXHCP SP III, LLC: 46,744 Total: 1,014,459⁽¹⁾

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)
	Blue Ox Healthcare Partners SP, LLC: 3.0%⁽²⁾ BXHCP SP II, LLC: 0.3% BXHCP SP III, LLC: 0.2% Total: 3.4% ⁽¹⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO^* * The reporting Person is a limited liabilty corporation

(1) Includes 890,295 shares owned by Blue Ox Healthcare Partners SP, LLC, 77,420 shares owned by BXHCP SP II, LLC, and 46,744 shares owned by BXHCP SP III, LLC. Blue Ox Healthcare Partners, LLC is the manager of each of Blue Ox Healthcare Partners SP, LLC, BXHCP SP II, LLC and BXHCP SP III, LLC. Each of Charles D. Kennedy MD, Oded Levy, and John A. Neczesny are managing partners of Blue Ox Healthcare Partners, LLC. Includes Warrants to purchase 757,794 Series A Common Shares that are exercisable immediately and expire on July 31, 2029.

(2) The percentage of beneficial ownership is based on 29,529,266 shares of Class A common stock outstanding reported by Sera Prognostics, Inc. as of May 6, 2022 on its latest Form 10-Q filing.

1	NAMES OF REPORTING PERSONS
	Blue Ox Healthcare Partners, 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
			1,014,459⁽¹⁾

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			1,014,459⁽¹⁾

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)
	3.4%⁽²⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO^* * The reporting Person is a limited liabilty corporation

(2) The percentage of beneficial ownership is based on 29,529,266 shares of Class A common stock outstanding reported by Sera Prognostics, Inc. as of May 6, 2022 on its latest Form 10-Q filing.

1	NAMES OF REPORTING PERSONS
	Blue Ox Healthcare Partners SP, 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
			1,014,459⁽¹⁾

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			1,014,459⁽¹⁾

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)
	3.4%⁽²⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO^* * The reporting Person is a limited liabilty corporation

(2) The percentage of beneficial ownership is based on 29,529,266 shares of Class A common stock outstanding reported by Sera Prognostics, Inc. as of May 6, 2022 on its latest Form 10-Q filing.

1	NAMES OF REPORTING PERSONS
	BXHCP SP II, 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
			1,014,459⁽¹⁾

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			1,014,459⁽¹⁾

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)
	3.4%⁽²⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO^* * The reporting Person is a limited liabilty corporation

(2) The percentage of beneficial ownership is based on 29,529,266 shares of Class A common stock outstanding reported by Sera Prognostics, Inc. as of May 6, 2022 on its latest Form 10-Q filing.

1	NAMES OF REPORTING PERSONS
	BXHCP SP III, 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
			1,014,459⁽¹⁾

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			1,014,459⁽¹⁾

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)
	3.4%⁽²⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO^* * The reporting Person is a limited liabilty corporation

(2) The percentage of beneficial ownership is based on 29,529,266 shares of Class A common stock outstanding reported by Sera Prognostics, Inc. as of May 6, 2022 on its latest Form 10-Q filing.

1	NAMES OF REPORTING PERSONS
	Charles D. Kennedy MD

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			1,014,459⁽¹⁾

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			1,014,459⁽¹⁾

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)
	3.4%⁽²⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(2) The percentage of beneficial ownership is based on 29,529,266 shares of Class A common stock outstanding reported by Sera Prognostics, Inc. as of May 6, 2022 on its latest Form 10-Q filing.

1	NAMES OF REPORTING PERSONS
	Oded Levy

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			1,014,459⁽¹⁾

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			1,014,459⁽¹⁾

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)
	3.4%⁽²⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(2) The percentage of beneficial ownership is based on 29,529,266 shares of Class A common stock outstanding reported by Sera Prognostics, Inc. as of May 6, 2022 on its latest Form 10-Q filing.

1	NAMES OF REPORTING PERSONS
	John A. Neczesny

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			1,014,459⁽¹⁾

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			1,014,459⁽¹⁾

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)
	3.4%⁽²⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(2) The percentage of beneficial ownership is based on 29,529,266 shares of Class A common stock outstanding reported by Sera Prognostics, Inc. as of May 6, 2022 on its latest Form 10-Q filing.

Item 1(a).

Name of Issuer:

Sera Prognostics, Inc.

Item 1(b).

Address of Issuer's Principal Executive Offices:

2749 East Parleys Way

Suite 200

Salt Lake City, UT 84109

Item 2(a).

Name of Person(s) Filing:

Blue Ox Healthcare Partners, LLC ⁽¹⁾

Blue Ox Healthcare Partners SP, LLC

BXHCP SP II, LLC

BXHCP SP III, LLC

Charles D. Kennedy MD

Oded Levy

John A. Neczesny

Item 2(b).

Address of Principal Business Office or, if none, Residence:

239 Dawson Road

Hillsdale, NY 12529

Item 2(c).

Citizenship:

Please refer to Item 4 on the cover page for each reporting person.

Item 2(d).

Title of Class of Securities:

Class A Common Stock

Item 2(e).

CUSIP Number:

81749D107

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:

Not Applicable.

Item 4.

Ownership.

Information with respect to the reporting persons’ ownership is incorporated by reference to items (5) - (9) and (11) of the cover page for the reporting person.

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 person has 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 §240.14a11.

Explanation of Responses:

(1)

Includes 890,295 shares owned by Blue Ox Healthcare Partners SP, LLC, 77,420 shares owned by BXHCP SP II, LLC, and 46,744 shares owned by BXHCP SP III, LLC. Blue Ox Healthcare Partners, LLC is the manager of each of Blue Ox Healthcare Partners SP, LLC, BXHCP SP II, LLC and BXHCP SP III, LLC. Each of Charles D. Kennedy MD, Oded Levy, and John A. Neczesny are managing partners of Blue Ox Healthcare Partners, LLC. Includes Warrants to purchase 757,794 Series A Common Shares that are exercisable immediately and expire on July 31, 2029.

(2)	The percentage of beneficial ownership is based on 29,529,266 shares of Class A common stock outstanding reported by Sera Prognostics, Inc. as of May 6, 2022 on its latest Form10-Q filing.

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: July 19, 2022

	Blue Ox Healthcare Partners, LLC

	By:	/s/ John A. Neczesny
		Name: John A. Neczesny
		Title: Secretary

	Blue Ox Healthcare Partners SP, LLC

	By:	/s/ John A. Neczesny
		Name: John A. Neczesny
		Title: Secretary

	BXHCP SP II, LLC

	By:	/s/ John A. Neczesny
		Name: John A. Neczesny
		Title: Secretary

	BXHCP SP III, LLC

	By:	/s/ John A. Neczesny
		Name: John A. Neczesny
		Title: Secretary


	By:	/s/ Charles D. Kennedy MD
		Charles D. Kennedy MD


	By:	/s/ Oded Levy
		Oded Levy


	By:	/s/ John A. Neczesny
		John A. Neczesny

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3/30/2022	$18.00 → $4.00	Buy → Neutral	Citigroup
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