5AM Ventures Reduces Enliven Therapeutics Stake to 16.7%

TL;DR

**5AM Ventures cut its stake in Enliven Therapeutics to 16.7%, a notable reduction in institutional ownership.**

AI Summary

5AM Ventures VI, L.P. and its affiliated entities (the "5AM Group") filed an amended Schedule 13D/A on February 2, 2024, updating their beneficial ownership in Enliven Therapeutics, Inc. The filing indicates that as of January 31, 2024, the 5AM Group collectively beneficially owns 10,742,000 shares of Enliven Therapeutics Common Stock, representing 16.7% of the company's outstanding shares. This is a decrease from their previously reported ownership, which matters to investors as it signals a reduction in a significant institutional holder's stake, potentially indicating a shift in their investment strategy or outlook on the company.

Why It Matters

A reduction in a major institutional investor's stake can signal a change in their confidence in the company's future prospects, potentially influencing other investors' perceptions and the stock price.

Risk Assessment

Risk Level: medium — A decrease in a significant institutional holding could be interpreted negatively by the market, potentially leading to downward pressure on the stock price.

Analyst Insight

Investors should investigate the reasons behind 5AM Ventures' reduced stake and consider if this signals a fundamental change in Enliven Therapeutics' outlook before making investment decisions.

Key Numbers

• 10,742,000 — Shares Beneficially Owned (The total number of Enliven Therapeutics Common Stock shares beneficially owned by the 5AM Group as of January 31, 2024.)
• 16.7% — Percentage of Class (The percentage of Enliven Therapeutics' outstanding Common Stock beneficially owned by the 5AM Group, indicating a significant but reduced stake.)
• January 31, 2024 — Date of Event (The specific date on which the ownership change occurred, triggering this filing.)

Key Players & Entities

• 5AM Ventures VI, L.P. (company) — primary filing entity and part of the 5AM Group
• Enliven Therapeutics, Inc. (company) — the subject company whose securities are being reported
• 5AM Venture Management, LLC (company) — entity authorized to receive notices for the 5AM Group
• Paul A. Stone (person) — Chief Legal Officer of 5AM Venture Management, LLC
• Andrew J. Schwab (person) — group member of 5AM Opportunities I (GP), LLC and 5AM Partners VI, LLC
• Kush Parmar (person) — group member of 5AM Opportunities I (GP), LLC and 5AM Partners VI, LLC
• 10,742,000 (dollar_amount) — number of shares beneficially owned by the 5AM Group
• 16.7% (dollar_amount) — percentage of Enliven Therapeutics' Common Stock beneficially owned by the 5AM Group
• $0.001 (dollar_amount) — par value per share of Enliven Therapeutics Common Stock
• January 31, 2024 (date) — date of event requiring the filing of this statement

Forward-Looking Statements

• The reduction in 5AM Ventures' stake could lead to short-term negative sentiment for Enliven Therapeutics stock. (Enliven Therapeutics, Inc.) — medium confidence, target: Q1 2024
• Other institutional investors may re-evaluate their positions in Enliven Therapeutics following this filing. (Institutional Investors) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti
• $15.00 — registered broker dealer at a price of $15.00 per share. Item 5. Interest in Securit

Filing Documents

• tm245036d1_sc13da.htm (SC 13D/A) — 100KB
• 0001104659-24-010043.txt ( ) — 102KB

Purpose of Transaction

Item 4. Purpose of Transaction

of the Original Schedule 13D is hereby

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 4: On January 31, 2024, Ventures VI sold an aggregate of 417,187 shares of Common Stock and Opportunities sold an aggregate of 82,813 shares of Common Stock in a block trade with a registered broker dealer at a price of $15.00 per share.

Interest in Securities of the

Item 5. Interest in Securities of the Issuer

of the Schedule 13D is hereby amended and restated in its

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) – (b). The following information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13D is provided as of February 2, 2024: Reporting Persons Shares Held Directly Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Beneficial Percentage of Class (3) Ventures VI 3,888,992 0 3,888,992 0 3,888,992 3,888,992 9.4 % Partners VI (1) 0 0 3,888,992 0 3,888,992 3,888,992 9.4 % Opportunities 771,983 0 771,983 0 771,983 771,983 1.9 % Opportunities GP (2) 0 0 771,983 0 771,983 771,983 1.9 % Schwab (1) (2) 0 0 4,660,975 0 4,660,975 4,660,975 11.3 % Parmar (1) (2) 0 0 4,660,975 0 4,660,975 4,660,975 11.3 % (1) Includes 3,888,992 shares of Common Stock directly held by Ventures VI. Partners VI serves as sole general partner of Ventures VI and Schwab and Parmar are managing members of Partners VI. Each of Partners VI, Schwab and Parmar shares voting and dispositive power over the shares held by Ventures VI. (2) Includes 771,983 shares of Common Stock directly held by Opportunities. Opportunities GP serves as sole general partner of Opportunities and Schwab and Parmar are managing members of Opportunities GP. Each of Opportunities GP, Schwab and Parmar shares voting and dispositive power over the shares held by Opportunities. (3) This percentage is calculated based upon (i) 41,211,973 shares of Common Stock outstanding as of November 1, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 filed with the Securities and Exchange Commission on November 9, 2023. (c) Except as set forth herein, none of the Reporting Persons has effected any transactions in shares of the Issuer’s Common Stock during the last 60 days. (d) No other

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits A. Joint Filing Agreement, dated December 13, 2021 (incorporated by reference to the Original Schedule 13D, filed on March 6, 2023). 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: February 2, 2024 5AM Ventures VI, L.P. By: 5AM Partners VI, LLC its General Partner By: /s/ Andrew J. Schwab Name: Andrew J. Schwab Title: Managing Member 5AM Partners VI, LLC By: /s/ Andrew J. Schwab Name: Andrew J. Schwab Title: Managing Member 5AM Opportunities I, L.P. By: 5AM Opportunities I (GP), LLC its General Partner By: /s/ Andrew J. Schwab Name: Andrew J. Schwab Title: Managing Member 5AM Opportunities I (GP), LLC By: /s/ Andrew J. Schwab Name: Andrew J. Schwab Title: Managing Member /s/ Andrew J. Schwab Andrew J. Schwab /s/ Dr. Kush Parmar Dr. Kush Parmar ATTENTION Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

View Full Filing

View this SC 13D/A filing on SEC EDGAR