SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
PMV Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
69353Y 10 3
(CUSIP Number)
December 31, 2020
(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) |
| x | 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 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 (however, see the Notes).
| CUSIP NO. 69353Y 10 3 | 13 G |
| 1 | NAMES OF REPORTING PERSONS Nextech V Oncology S.C.S., SICAV-SIF | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ¨ (b) x (1) |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 2,528,290 |
| 6 | SHARED VOTING POWER 0 | |
| 7 |
SOLE DISPOSITIVE POWER 2,528,290 | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 2,528,290 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 5.6% (2) |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | PN |
| (1) | This Schedule 13G is filed by Nextech V Oncology S.C.S., SICAV-SIF (“Nextech V LP”), Nextech V GP S.à. r.l. (“Nextech V GP”), Thomas Lips (“Lips”) and Dalia Bleyer (“Bleyer” and together with Nextech V LP, Nextech V GP and Lips, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The percent of class was calculated based on 44,773,748 shares of common stock outstanding as of November 1, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, as filed with the Securities and Exchange Commission on November 13, 2020. |
| CUSIP NO. 69353Y 10 3 | 13 G |
| 1 | NAMES OF REPORTING PERSONS Nextech V GP S.à r.l. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ¨ (b) x (1) |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 2,528,290 |
| 6 | SHARED VOTING POWER 0 | |
| 7 |
SOLE DISPOSITIVE POWER 2,528,290 | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 2,528,290 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 5.6% (2) |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | OO |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The percent of class was calculated based on 44,773,748 shares of common stock outstanding as of November 1, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, as filed with the Securities and Exchange Commission on November 13, 2020. |
| CUSIP NO. 69353Y 10 3 | 13 G |
| 1 | NAMES OF REPORTING PERSONS Thomas Lips | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ¨ (b) x (1) |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 2,528,290 | |
| 7 |
SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 2,528,290 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 2,528,290 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 5.6% (2) |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | IN |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The percent of class was calculated based on 44,773,748 shares of common stock outstanding as of November 1, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, as filed with the Securities and Exchange Commission on November 13, 2020. |
| CUSIP NO. 69353Y 10 3 | 13 G |
| 1 | NAMES OF REPORTING PERSONS Dalia Bleyer | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ¨ (b) x (1) |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Lithuania | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 2,528,290 | |
| 7 |
SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 2,528,290 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 2,528,290 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 5.6% (2) |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | IN |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The percent of class was calculated based on 44,773,748 shares of common stock outstanding as of November 1, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, as filed with the Securities and Exchange Commission on November 13, 2020. |
| CUSIP NO. 69353Y 10 3 | 13 G |
Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock (“Common Stock”) of PMV Pharmaceuticals, Inc. (the “Issuer”).
| Item 1(a) | Name of Issuer: |
PMV Pharmaceuticals, Inc.
| Item 1(b) | Address of Issuer’s principal executive offices: |
8 Clarke Drive, Suite 3
Cranbury, NJ 08512
| Items 2(a) | Name of Reporting Persons filing: |
| Nextech V Oncology S.C.S., SICAV-SIF (“Nextech V LP”) | |
| Nextech V GP S.à r.l. (“Nextech V GP”) | |
| Thomas Lips (“Lips”) | |
| Dalia Bleyer (“Bleyer”) |
| Item 2(b) | Address or principal business office or, if none, residence: |
| The address of the principal business office: | 8 rue Lou Hemmer |
| L-1748 Luxembourg-Findel | |
| Grand-Duché de Luxembourg |
| Item 2(c) | Citizenship: |
| Name | Citizenship or Place of Organization |
| Nextech V LP | Luxembourg |
| Nextech V GP | Luxembourg |
| Lips | Switzerland |
| Bleyer | Lithuania |
| Item 2(d) | Title
of class of securities: Common stock, par value $0.00001 |
| Item 2(e) | CUSIP
No.: 69353Y 10 3 |
| Item 3 | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filings is a: |
Not applicable.
| CUSIP NO. 69353Y 10 3 | 13 G |
| Item 4 | Ownership The following information with respect to the ownership of Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2020. |
| Reporting Persons | Shares of Common Stock Held Directly | Sole Voting Power | Shared Voting Power (1) | Sole Dispositive Power | Shared Dispositive Power (1) | Beneficial Ownership | Percentage of Class (1)(2) | |||||||||||||||||||||
| Nextech V LP | 2,528,290 | 2,528,290 | 0 | 2,528,290 | 0 | 2,528,290 | 5.6 | % | ||||||||||||||||||||
| Nextech V GP (1) | 0 | 2,528,290 | 0 | 2,528,290 | 0 | 2,528,290 | 5.6 | % | ||||||||||||||||||||
| Lips (1) | 0 | 0 | 2,528,290 | 0 | 2,528,290 | 2,528,290 | 5.6 | % | ||||||||||||||||||||
| Bleyer (1) | 0 | 0 | 2,528,290 | 0 | 2,528,290 | 2,528,290 | 5.6 | % | ||||||||||||||||||||
| (1) | The shares are held by Nextech V LP. Nextech V GP serves as the sole general partner of Nextech V LP and has sole voting and investment control over the shares owned by Nextech V LP and may be deemed to own beneficially the shares held by Nextech V LP. Nextech V GP owns no securities of the Issuer directly. Bleyer and Lips are members of the board of managers of Nextech V GP and share voting and dispositive power over the shares held by Nextech V LP, and may be deemed to own beneficially the shares held by Nextech V LP. The managing members own no securities of the Issuer directly. |
| (2) | This percentage is based on 44,773,748 shares of common stock outstanding as of November 1, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, as filed with the Securities and Exchange Commission on November 13, 2020. |
| 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 or Control Person 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 | Certifications Not applicable. |
| CUSIP NO. 69353Y 10 3 | 13 G |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the attached statement on Schedule 13G is true, complete and correct.
Dated: February 16, 2021
Nextech V Oncology S.C.S., SICAV-SIF
| By: | Nextech V GP S.à r.l. |
| Its: | General Partner |
| By: | /s/ Dalia Bleyer | |
| Dalia Bleyer, Managing Member | ||
| By: | /s/ Thomas Lips | |
| Thomas Lips, Managing Member |
| Nextech V GP S.à r.l. | ||
| By: | /s/ Dalia Bleyer | |
| Dalia Bleyer, Managing Member | ||
| By: | /s/ Thomas Lips | |
| Thomas Lips, Managing Member | ||
| /s/ Thomas Lips | |
| Thomas Lips | |
| /s/ Dalia Bleyer | |
| Dalia Bleyer |
| CUSIP NO. 69353Y 10 3 | 13 G |
Exhibit(s):
| Exhibit 99.1: | Joint Filing Statement |
| CUSIP No. 49705R 10 5 | 13G | Exhibit 99.1 |
JOINT FILING STATEMENT
We, the undersigned, hereby express our agreement that the attached statement on Schedule 13G relating to the Common Stock of PMV Pharmaceuticals, Inc. is filed on behalf of each of us.
Dated: February 16, 2021
Nextech V Oncology S.C.S., SICAV-SIF
| By: | Nextech V GP S.à r.l. |
| Its: | General Partner |
| By: | /s/ Dalia Bleyer | |
| Dalia Bleyer, Managing Member | ||
| By: | /s/ Thomas Lips | |
| Thomas Lips, Managing Member |
| Nextech V GP S.à r.l. | ||
| By: | /s/ Dalia Bleyer | |
| Dalia Bleyer, Managing Member | ||
| By: | /s/ Thomas Lips | |
| Thomas Lips, Managing Member | ||
| /s/ Thomas Lips | |
| Thomas Lips | |
| /s/ Dalia Bleyer | |
| Dalia Bleyer |