5AM Ventures Amends Enliven Therapeutics Stake

TL;DR

**5AM Ventures updated their stake in Enliven Therapeutics, signaling a change in their beneficial ownership.**

AI Summary

5AM Ventures VI, L.P. and its affiliated entities, including 5AM Opportunities I, L.P. and 5AM Partners VI, LLC, filed an Amendment No. 3 to their Schedule 13D on February 16, 2024, regarding their beneficial ownership in Enliven Therapeutics, Inc. The filing indicates a change in their holdings of Common Stock, par value $0.001 per share, of Enliven Therapeutics, Inc. (CUSIP 29337E102). The group members include Andrew J. Schwab and Kush Parmar.

Why It Matters

This filing updates the market on the ownership structure of Enliven Therapeutics, Inc., potentially signaling changes in investor confidence or strategic positioning by a significant institutional holder.

Risk Assessment

Risk Level: low — This is an amendment to a Schedule 13D, indicating a change in beneficial ownership, which is a routine disclosure and not inherently high-risk.

Key Numbers

• $0.001 — Par Value per Share (Common Stock of Enliven Therapeutics, Inc.)

Key Players & Entities

• 5AM Ventures VI, L.P. (company) — Filing entity and beneficial owner
• Enliven Therapeutics, Inc. (company) — Subject company of the filing
• 5AM Opportunities I, L.P. (company) — Group member and beneficial owner
• Andrew J. Schwab (person) — Group member and beneficial owner
• Kush Parmar (person) — Group member and beneficial owner

FAQ

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti
• $14.89 — with two buyers at prices ranging from $14.89 to $14.93 per share (a weighted-average
• $14.93 — buyers at prices ranging from $14.89 to $14.93 per share (a weighted-average price of
• $14.90 — per share (a weighted-average price of $14.90 per share). Item 5. Interest in Securi

Filing Documents

• tm246487d1_sc13da.htm (SC 13D/A) — 107KB
• 0001104659-24-024915.txt ( ) — 109KB

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 February 14, 2024, Ventures VI sold an aggregate of 688,358 shares of Common Stock and Opportunities sold an aggregate of 136,642 shares of Common Stock in separate transactions with two buyers at prices ranging from $14.89 to $14.93 per share (a weighted-average price of $14.90 per share).

Interest in Securities of the Issuer

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 16, 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 3,200,634 0 3,200,634 0 3,200,634 3,200,634 7.8 % Partners VI (1) 0 0 3,200,634 0 3,200,634 3,200,634 7.8 % Opportunities 635,341 0 635,341 0 635,341 635,341 1.5 % Opportunities GP (2) 0 0 635,341 0 635,341 635,341 1.5 % Schwab (1) (2) 0 0 3,835,975 0 3,835,975 3,835,975 9.3 % Parmar (1) (2) 0 0 3,835,975 0 3,835,975 3,835,975 9.3 % (1) Includes 3,200,634 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 635,341 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 since February 2, 2024, the date as of which be

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 16, 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