SEC Form SC 13G/A filed by TScan Therapeutics Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

TScan Therapeutics, Inc.

(Name of Issuer)

Voting Common Stock, par value $0.0001 per share

(Title of Class of Securities)

89854M101

(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:

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).

This Amendment No. 1 amends the statement on Schedule 13G initially filed by the Reporting Persons (as defined in Item 2(a) below) on February 14, 2022 with the Securities and Exchange Commission (the “SEC”).

TScan Therapeutics, Inc. (the “Issuer”)

830 Winter Street

Waltham, MA 02451

GV 2017, L.P., a Delaware limited partnership (the “2017 Partnership”)

GV 2017 GP, L.P., a Delaware limited partnership (“2017 GP”)

GV 2017 GP, L.L.C., a Delaware limited liability company (“2017 LLC”)

GV 2019, L.P., a Delaware limited partnership (the “2019 Partnership”)

GV 2019 GP, L.P., a Delaware limited partnership (“2019 GP”)

GV 2019 GP, L.L.C., a Delaware limited liability company (“2019 LLC”)

Alphabet Holdings LLC, a Delaware limited liability company (“Alphabet Holdings”)

XXVI Holdings Inc., a Delaware corporation (“XXVI”), and

Alphabet Inc., a Delaware corporation (“Parent” and, together with the 2017 Partnership, 2017 GP, 2017 LLC, the 2019 Partnership, 2019 GP, 2019 LLC, Alphabet Holdings, and XXVI, the “Reporting Persons”).

The address of the principal business office of each of the Reporting Persons is:

1600 Amphitheatre Parkway

Mountain View, CA 94043

Each of the Reporting Persons is formed, organized or incorporated, as applicable, in the State of Delaware.

Voting Common Stock, par value $0.0001 per share

89854M101

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

(a)           Amount Beneficially Owned:

Reference to “beneficial ownership” of securities for purposes of this statement (this “Statement”) shall be understood to refer to beneficial ownership as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

As of December 31, 2023, the Reporting Persons may be deemed to beneficially own an aggregate 1,077,080 shares of the Issuer’s Voting Common Stock.

As of December 31, 2023, the 2017 Partnership was the direct beneficial owner of 641,848 of the shares of the Voting Common Stock described in the preceding paragraph. 2017 GP is the general partner of the 2017 Partnership, and 2017 LLC is the general partner of 2017 GP. As such, 2017 GP and 2017 LLC may each be deemed to indirectly beneficially own the securities that are directly beneficially owned by the 2017 Partnership.

As of December 31, 2023, the 2019 Partnership was the direct beneficial owner of 435,232 shares of the Voting Common Stock described in the second paragraph of this Item 4(a). 2019 GP is the general partner of the 2019 Partnership, and 2019 LLC is the general partner of 2019 GP. As such, 2019 GP and 2019 LLC may each be deemed to indirectly beneficially own the securities that are directly beneficially owned by the 2019 Partnership.

Additionally, as of December 31, 2023: (i) Alphabet Holdings was the sole managing member of both 2017 LLC and 2019 LLC; (ii) XXVI was the sole managing member of Alphabet Holdings; and (iii) Parent was the controlling stockholder of XXVI. As such, each of Alphabet Holdings, XXVI, and Parent may be deemed to indirectly beneficially own all of the Issuer’s securities that are directly or indirectly beneficially owned by each of the other Reporting Persons, comprising an aggregate total of 1,077,080 shares of the Issuer’s Voting Common Stock.

Notwithstanding, the filing of this Statement shall not be construed as an admission that: (i) the 2017 Partnership, 2017 GP and 2017 LLC (collectively, the “2017 Affiliates”), on the one hand, or (ii) the 2019 Partnership, 2019 GP and 2019 LLC (collectively, the “2019 Affiliates”), on the other hand, is or has been, for purposes of Sections 13(d) or 13(g) of the Exchange Act, the direct or indirect beneficial owner of any of the Issuer’s securities reported herein as beneficially owned by the other. The 2017 Affiliates and the 2019 Affiliates (each, an “Affiliate Group”) expressly disclaim beneficial ownership of the securities beneficially owned by the other Affiliate Group.

(b)           Percent of Class:

As of December 31, 2023, the Reporting Persons were deemed to directly or indirectly beneficially own an aggregate 2.5% of the Issuer’s outstanding Voting Common Stock. Of that percentage, beneficial ownership was attributable as follows: (i) 1.5%, directly to the 2017 Partnership and indirectly to each of 2017 GP and 2017 LLC; (ii) 1.0%, directly to the 2019 Partnership and indirectly to each of 2019 GP and 2019 LLC; and (ii) 2.5%, indirectly to each of Alphabet Holdings, XXVI, and Parent.

The aforementioned percentages were calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 43,548,092 shares of the Issuer’s Voting Common Stock outstanding as of November 3, 2023 as reported by the Issuer in its Quarterly Report for the period ended September 30, 2023, filed on Form 10-Q with the SEC on November 9, 2023.

(c)           Number of shares as to which such person has:

(i)       Sole power to vote or to direct the vote:

(ii)       Shared power to vote or to direct the vote:

(iii)       Sole power to dispose or to direct the disposition of:

(iv)       Shared power to dispose or to direct the disposition of:

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 5 percent of the class of securities, check the following ☒

Under certain circumstances described more specifically in the respective: (i) limited partnership agreements of the 2017 Partnership, the 2019 Partnership, 2017 GP, and 2019 GP and (ii) limited liability company agreements of 2017 LLC and 2019 LLC, the general and limited partners or members, as the case may be, of each of such Reporting Persons may be deemed to have the right to receive dividends from, or proceeds from the sale of, the Issuer’s securities directly or indirectly owned by each Reporting Person of which it is a general partner, limited partner, or member.

Item 7 is not applicable.

Item 8 is not applicable.

Item 9 is not applicable.

Item 10 is not applicable.

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.