UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-l(a) AND AMENDMENTS THERE TO FILED PURSUANT
TO RULE 13d-2(a)
(Amendment No. 2)*
Monte Rosa Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
61225M102
(CUSIP Number)
Versant Venture Capital VI, L.P.
Max Eisenberg
One Sansome Street, Suite 1650
San Francisco, CA 94104
415-801-8100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 8, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
| * | 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 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| CUSIP No. 61225M102 | 13D |
| 1. |
Name of Reporting Persons
Versant Venture Capital VI, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
6,799,115 shares of common stock (1) | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
6,799,115 shares of common stock (1) | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,799,115 shares of common stock (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
11.1% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | These shares are held by Versant VI (as defined in Item 2(a) of the Original Schedule 13D). Versant Ventures VI GP-GP (as defined in Item 2(a) of the Original Schedule 13D) is the general partner of Versant Ventures VI GP (as defined in Item 2(a) of the Original Schedule 13D), which is the general partner of Versant VI. Each of Versant Ventures VI GP-GP and Versant Ventures VI GP may be deemed to share voting, investment and dispositive power with respect to the shares held by Versant VI. |
| (2) | Based upon 61,372,824 shares of the Issuer’s Common Stock (as defined in Item 1 of the Original Schedule 13D) outstanding as of August 5, 2024, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarter ended June 30, 2024, filed with the United States Securities and Exchange Commission (the “Commission”) on August 8, 2024 (the “Form 10-Q”) |
| CUSIP No. 61225M102 | 13D |
| 1. |
Name of Reporting Persons
Versant Ventures VI GP, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
6,799,115 shares of common stock (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
6,799,115 shares of common stock (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,799,115 shares of common stock (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
11.1% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | These shares are held by Versant VI. Versant Ventures VI GP-GP is the general partner of Versant Ventures VI GP, which is the general partner of Versant VI. Each of Versant Ventures VI GP-GP and Versant Ventures VI GP may be deemed to share voting, investment and dispositive power with respect to the shares held by Versant VI. |
| (2) | Based upon 61,372,824 shares of the Issuer’s Common Stock outstanding as of August 5, 2024, as set forth in the Form 10-Q. |
| CUSIP No. 61225M102 | 13D |
| 1. |
Name of Reporting Persons
Versant Ventures VI GP-GP, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
6,799,115 shares of common stock (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
6,799,115 shares of common stock (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,799,115 shares of common stock (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
11.1% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | These shares are held by Versant VI. Versant Ventures VI GP-GP is the general partner of Versant Ventures VI GP, which is the general partner of Versant VI. Each of Versant Ventures VI GP-GP and Versant Ventures VI GP may be deemed to share voting, investment and dispositive power with respect to the shares held by Versant VI. |
| (2) | Based upon 61,372,824 shares of the Issuer’s Common Stock outstanding as of August 5, 2024, as set forth in the Form 10-Q. |
| CUSIP No. 61225M102 | 13D |
| 1. |
Name of Reporting Persons
Versant Vantage I, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
2,097,938 shares of common stock (1) | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
2,097,938 shares of common stock (1) | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,097,938 shares of common stock (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
3.4% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | These shares are held by Versant Vantage I (as defined in item 2(a) of the Original Schedule 13D). Versant Vantage I GP (as defined in item 2(a) of the Original Schedule 13D) is the general partner of Versant Vantage I, and Versant Vantage I GP-GP (as defined in item 2(a) of the Original Schedule 13D) is the general partner of Versant Vantage I GP. Each of Versant Vantage I GP and Versant Vantage I GP-GP share voting, investment and dispositive power over the shares held by Versant Vantage I. |
| (2) | Based upon 61,372,824 shares of the Issuer’s Common Stock outstanding as of August 5, 2024, as set forth in the Form 10-Q. |
| CUSIP No. 61225M102 | 13D |
| 1. |
Name of Reporting Persons
Versant Vantage I GP, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
2,097,938 shares of common stock (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,097,938 shares of common stock (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,097,938 shares of common stock (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
3.4% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | These shares are held by Versant Vantage I. Versant Vantage I GP is the general partner of Versant Vantage I, and Versant Vantage I GP-GP is the general partner of Versant Vantage I GP. Each of Versant Vantage I GP and Versant Vantage I GP-GP share voting, investment and dispositive power over the shares held by Versant Vantage I. |
| (2) | Based upon 61,372,824 shares of the Issuer’s Common Stock outstanding as of August 5, 2024, as set forth in the Form 10-Q. |
| CUSIP No. 61225M102 | 13D |
| 1. |
Name of Reporting Persons
Versant Vantage I GP-GP, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
2,097,938 shares of common stock (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,097,938 shares of common stock (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,097,938 shares of common stock (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
3.4% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | These shares are held by Versant Vantage I. Versant Vantage I GP is the general partner of Versant Vantage I, and Versant Vantage I GP-GP is the general partner of Versant Vantage I GP. Each of Versant Vantage I GP and Versant Vantage I GP-GP share voting, investment and dispositive power over the shares held by Versant Vantage I. |
| (2) | Based upon 61,372,824 shares of the Issuer’s Common Stock outstanding as of August 5, 2024, as set forth in the Form 10-Q. |
| CUSIP No. 61225M102 | 13D |
Explanatory Note:
This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D originally filed by the Reporting Persons with the Commission on July 8, 2021, as amended by Amendment No. 1 (“Amendment No. 1”) filed with the Commission on November 9, 2023 (together, the “Original Schedule 13D”). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D 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 have the meanings ascribed to them in the Original Schedule 13D.
Item 5. Interest in Securities of the Issuer
This information reported below is based on a total of 61,372,824 shares of the Issuer’s Common Stock outstanding as of August 5, 2024, as reported on the Issuer’s Form 10-Q filed with the Commission on August 8, 2024. This Amendment is being filed to update the aggregate percentage of the Issuer’s Common Stock owned by the Reporting Persons due to dilution caused by the Issuer’s sales of additional shares of its Common Stock from time to time since the date of the filing of Amendment No. 1. Such transactions resulted in a decrease of over one percent (1%) in the aggregate percentage ownership reported by the Reporting Persons in the Original Schedule 13D.
(a) and (b) See Items 7-11 and 13 of the cover pages of this Statement for each Reporting Person and Item 2 above.
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.
| August 12, 2024 | ||
| Versant Venture Capital VI, L.P. | ||
| By: | Versant Ventures VI GP, L.P. | |
| Its: | General Partner | |
| By: | Versant Ventures VI GP-GP, LLC | |
| Its: | General Partner | |
| By: | /s/ Max Eisenberg, Chief Operating Officer | |
| Versant Ventures VI GP, L.P. | ||
| By: | Versant Ventures VI GP-GP, LLC | |
| Its: | General Partner | |
| By: | /s/ Max Eisenberg, Chief Operating Officer | |
| Versant Ventures VI GP-GP, LLC | ||
| By: | /s/ Max Eisenberg, Chief Operating Officer | |
| Versant Vantage I, L.P. | ||
| By: | Versant Vantage I GP, L.P. | |
| Its: | General Partner | |
| By: | Versant Vantage I GP-GP, LLC | |
| Its: | General Partner | |
| By: | /s/ Max Eisenberg, Chief Operating Officer | |
| Versant Vantage I GP, L.P. | ||
| By: | Versant Vantage I GP-GP, LLC | |
| Its: | General Partner | |
| By: | /s/ Max Eisenberg, Chief Operating Officer | |
| Versant Vantage I GP-GP, LLC | ||
| By: | /s/ Max Eisenberg, Chief Operating Officer | |