SEC Form SC 13G/A filed by SQZ Biotechnologies Company (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
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
(Amendment No. 1)*
SQZ Biotechnologies Company
(Name of Issuer)
Common Stock, Par Value $0.01 per Share
(Title of Class of Securities)
78472W104
(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:
| x | 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 disclosure provided in a prior cover page. |
The information required on 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, as amended (“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. 10806X102 | Page 2 of 17 |
| 1. | Name of reporting persons
American International 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
Incorporated under the laws of the State of Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
2,529,272 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
2,529,272 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
2,529,272 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11. | Percent of class represented by amount in Row (9)
9.0% | |||||
| 12. | Type of reporting person
HC | |||||
CUSIP No. 10806X102 | Page 3 of 17 |
| 1. | Name of reporting persons
SAFG Retirement Services, Inc. | |||||
| 2. | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Organized under the laws of the Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
2,529,272 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
2,529,272 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
2,529,272 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11. | Percent of class represented by amount in Row (9)
9.0% | |||||
| 12. | Type of reporting person
HC | |||||
CUSIP No. 10806X102 | Page 4 of 17 |
| 1. | Name of reporting persons
SAFG Capital LLC | |||||
| 2. | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Organized under the laws of the Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
2,517,173 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
2,517,173 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
2,517,173 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11. | Percent of class represented by amount in Row (9)
9.0% | |||||
| 12. | Type of reporting person
HC | |||||
CUSIP No. 10806X102 | Page 5 of 17 |
| 1. | Name of reporting persons
AIG Fund GP Holdings, LLC | |||||
| 2. | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Organized under the laws of the Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
2,517,173 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
2,517,173 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
2,517,173 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11. | Percent of class represented by amount in Row (9)
9.0% | |||||
| 12. | Type of reporting person
HC | |||||
CUSIP No. 10806X102 | Page 6 of 17 |
| 1. | Name of reporting persons
AIG DECO Fund I, GP, LLC | |||||
| 2. | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Incorporated under the laws of the State of Delaware | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
2,517,173 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
2,517,173 | |||||
| 9. | Aggregate amount beneficially owned by each reporting person
2,517,173 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11. | Percent of class represented by amount in Row (9)
9.0% | |||||
| 12. | Type of reporting person
HC | |||||
CUSIP No. 10806X102 | Page 7 of 17 |
| 1. | Name of reporting persons
AIG DECO Fund I, LP | |||||
| 2. | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Organized under the laws of the Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
2,517,173 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
2,517,173 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
2,517,173 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11. | Percent of class represented by amount in Row (9)
9.0% | |||||
| 12. | Type of reporting person
HC | |||||
CUSIP No. 10806X102 | Page 8 of 17 |
| 1. | Name of reporting persons
AIG Life Holdings, Inc. | |||||
| 2. | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Organized under the laws of the Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
12,099 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
12,099 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
12,099 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11. | Percent of class represented by amount in Row (9)
0.0% | |||||
| 12. | Type of reporting person
HC | |||||
CUSIP No. 10806X102 | Page 9 of 17 |
| 1. | Name of reporting persons
AGC Life Insurance Company | |||||
| 2. | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Organized under the laws of the State of Missouri | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
12,099 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
12,099 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
12,099 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11. | Percent of class represented by amount in Row (9)
0.0% | |||||
| 12. | Type of reporting person
IC | |||||
CUSIP No. 10806X102 | Page 10 of 17 |
| 1. | Name of reporting persons
The Variable Annuity Life Insurance Company | |||||
| 2. | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Organized under the laws of the State of Texas | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
9,812 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
9,812 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
9,812 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11. | Percent of class represented by amount in Row (9)
0% | |||||
| 12. | Type of reporting person
IC | |||||
CUSIP No. 10806X102 | Page 11 of 17 |
| 1. | Name of reporting persons
American General Life Insurance Company | |||||
| 2. | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Organized under the laws of the State of Texas | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
2,287 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
2,287 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
2,287 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11. | Percent of class represented by amount in Row (9)
0.0% | |||||
| 12. | Type of reporting person
IC | |||||
CUSIP No. 10806X102 | Page 12 of 17 |
| 1. | Name of reporting persons
SunAmerica Asset Management, LLC | |||||
| 2. | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Organized under the laws of the State of Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
2,287 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
2,287 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
2,287 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11. | Percent of class represented by amount in Row (9)
0.0% | |||||
| 12. | Type of reporting person
IA | |||||
| Page 13 of 17 |
| ITEM 1 (a). | NAME OF ISSUER: |
SQZ Biotechnologies Company
| ITEM 1 (b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
Arsenal Yards Blvd, Suite 210, Watertown, MA 02472
| ITEM 2 (a). | NAME OF PERSON(S) FILING: |
American International Group, Inc.
SAFG Retirement Services, Inc.
SAFG Capital LLC
AIG Fund GP Holdings, LLC
AIG DECO Fund I GP, LLC
AIG DECO Fund I, LP
AIG Life Holdings, Inc.
AGC Life Insurance Company
The Variable Annuity Life Insurance Company
American General Life Insurance Company
SunAmerica Asset Management, LLC
| ITEM 2 (b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE(S): |
American International Group, Inc.
1271 Avenue of the Americas, 11th Floor,
New York, NY 10020
SAFG Retirement Services, Inc.
21650 Oxnard Street
10th Floor
Woodland Hills, CA 91367
SAFG Capital LLC
21650 Oxnard Street 10th Floor
Woodland Hills, CA 91367
AIG Fund GP Holdings, LLC
28 Liberty Street 46th Floor
New York, NY 10005-1445
AIG DECO Fund I GP, LLC
28 Liberty Street 46th Floor
New York, NY 10005-1445
AIG DECO Fund I, LP
28 Liberty Street 46th Floor
New York, NY 10005-1445
AIG Life Holdings, Inc.
2929 Allen Parkway
Houston, TX 77019
AGC Life Insurance Company
2727-A Allen Parkway
Houston, TX 77019
The Variable Annuity Life Insurance Company
2929 Allen Parkway
Houston, TX 77019
American General Life Insurance Company
2727-A Allen Parkway
Houston, TX 77019
SunAmerica Asset Management, LLC
Harborside 5 185 Hudson Street Suite 3300
Jersey City, NJ 07311
| ITEM 2 (c). | CITIZENSHIP: |
The information requested hereunder is set forth under Item 4 of the cover pages to this Schedule 13G.
| ITEM 2 (d). | TITLE OF CLASS OF SECURITIES: |
Common Stock
| ITEM 2 (e). | CUSIP NUMBER: |
78472W104
| Page 14 of 17 |
| 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: |
American International Group, Inc.:
| (g) | A parent holding company or control person, in accordance § 240.13d-1(b)(1)(ii)(G) |
SAFG Retirement Services, Inc.:
| (g) | A parent holding company or control person, in accordance § 240.13d-1(b)(1)(ii)(G) |
SAFG Capital LLC:
| (g) | A parent holding company or control person, in accordance § 240.13d-1(b)(1)(ii)(G) |
AIG Fund GP Holdings, LLC:
| (g) | A parent holding company or control person, in accordance § 240.13d-1(b)(1)(ii)(G) |
AIG DECO Fund I GP, LLC:
| (g) | A parent holding company or control person, in accordance § 240.13d-1(b)(1)(ii)(G) |
AIG DECO Fund I, LP:
| (g) | A parent holding company or control person, in accordance § 240.13d-1(b)(1)(ii)(G) |
AIG Life Holdings, Inc.:
| (g) | A parent holding company or control person, in accordance § 240.13d-1(b)(1)(ii)(G) |
AGC Life Insurance Company:
| (c) | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c) |
The Variable Annuity Life Insurance Company:
| (c) | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c) |
American General Life Insurance Company:
| (c) | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c) |
SunAmerica Asset Management, LLC:
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E) |
| ITEM 4. | OWNERSHIP. |
(a) through (c). The information requested hereunder is set forth under Items 5 through 9 and Item 11 of the cover pages to this Schedule 13G.
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF 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. |
SunAmerica Asset Management, LLC, an indirect subsidiary of American International Group, Inc. (“AIG”) AIG, shares voting and investment power with respect to all of SunAmerica Series SA Small Cap Index Portfolio’s holdings in SQZ Biotechnologies, Co., which AIG may be deemed to indirectly beneficially own such shares.
The Variable Annuity Life Insurance Company, an indirect subsidiary of AIG, shares voting and investment power with respect to all of VALIC Co I Small Cap Index Fund’s holdings in SQZ Biotechnologies, Co., which AIG may be deemed to indirectly beneficially own such shares.
American General Life Insurance Company is an indirect subsidiary of AIG and a LP in LS Polaris Innovation Fund LP which owns 2,287 shares of SQZ Biotechnologies Co. AIG may be deemed to indirectly beneficially own those shares.
AIG Asset Management (U.S.), LLC an indirect subsidiary of AIG, shares voting and investment power with respect to AIG DECO Fund I, LP’s holdings in SQZ Biotechnologies, Co.
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
See Exhibit 1 attached hereto for the information requested hereunder with respect to the relevant subsidiaries of American International Group, Inc.
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
Not applicable.
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
Not applicable.
| Page 15 of 17 |
| ITEM 10. | CERTIFICATION. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
| Page 16 of 17 |
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 14, 2022
| AMERICAN INTERNATIONAL GROUP, INC. | ||
| By: | /s/ Geoffrey N. Cornell | |
| Name: | Geoffrey N. Cornell | |
| Title: | Senior Vice President and Chief Investment Officer, Life & Retirement | |
| SAFG RETIREMENT SERVICES, INC. | ||
| By: | /s/ Christine A. Nixon | |
| Name: | Christine A. Nixon | |
| Title: | Senior Vice President | |
| SAFG Capital LLC | ||
| By: | /s/ Geoffrey N. Cornell | |
| Name: | Geoffrey N. Cornell | |
| Title: | Director | |
| AIG DECO FUND I, LP | ||
| By: AIG DECO Fund I GP, LLC, its General Partner | ||
| By: AIG Fund GP Holdings, LLC, its Managing Member | ||
| By: SAFG Capital LLC, its Managing Member | ||
| By: AIG Asset Management (U.S.), LLC, its investment advisor | ||
| By: | /s/ Matthew Laermer | |
| Name: | Matthew Laermer | |
| Title: | Managing Director | |
| AIG DECO Fund I GP, LLC | ||
| By: AIG Fund GP Holdings, LLC, its Managing Member | ||
| By: SAFG Capital LLC, its Managing Member | ||
| By: AIG Asset Management (U.S.), LLC, its investment advisor | ||
| By: | /s/ Matthew Laermer | |
| Name: | Matthew Laermer | |
| Title: | Managing Director | |
| AIG Fund GP Holdings, LLC | ||
| By: SAFG Capital LLC, its Managing Member | ||
| By: AIG Asset Management (U.S.), LLC, its investment advisor | ||
| By: | /s/ Matthew Laermer | |
| Name: | Matthew Laermer | |
| Title: | Managing Director | |
| AIG LIFE HOLDINGS, INC. | ||
| By: | /s/ Christine A. Nixon | |
| Name: | Christine A. Nixon | |
| Title: | Senior Vice President | |
| AGC LIFE INSURANCE COMPANY | ||
| By: | /s/ Christine A. Nixon | |
| Name: | Christine A. Nixon | |
| Title: | Senior Vice President | |
| THE VARIABLE ANNUITY LIFE INSURANCE COMPANY | ||
| By: | /s/ Christine A. Nixon | |
| Name: | Christine A. Nixon | |
| Title: | Senior Vice President | |
| AMERICAN GENERAL LIFE INSURANCE COMPANY | ||
| By: | /s/ Christine A. Nixon | |
| Name: | Christine A. Nixon | |
| Title: | Senior Vice President | |
| SUNAMERICA ASSET MANAGEMENT, LLC | ||
| By: | /s/ Matthew Hackethal | |
| Name: | Matthew Hackethal | |
| Title: | Vice President, Chief Compliance Officer | |
| Page 17 of 17 |
EXHIBIT INDEX
| Exhibit 99.1 | Identification and Classification of the Subsidiaries Which Acquired the Security Being Reported on by the Parent Holding Company | |
| Exhibit 99.2 | Agreement of Joint Filing | |