5AM Ventures VI amends Enliven Therapeutics stake

TL;DR

5AM Ventures VI just updated their Enliven Therapeutics holdings - watch this space.

AI Summary

On April 15, 2024, 5AM Ventures VI, L.P. filed an amendment (No. 4) to its Schedule 13D regarding Enliven Therapeutics, Inc. The filing indicates a change in beneficial ownership, with 5AM Ventures VI, L.P. and its associated entities, including 5AM Opportunities I (GP), LLC, 5AM Opportunities I, L.P., and 5AM Partners VI, LLC, along with individuals Andrew J. Schwab and Kush Parmar, holding a significant stake. The filing does not specify a dollar amount but details changes in the reporting persons' holdings.

Why It Matters

This filing signals a potential shift in control or influence over Enliven Therapeutics, Inc. by 5AM Ventures VI, L.P. and its affiliates, which could impact the company's strategic direction.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate shifts in investor sentiment or strategy, potentially affecting stock price and company direction.

Key Players & Entities

• 5AM Ventures VI, L.P. (company) — Reporting Person
• Enliven Therapeutics, Inc. (company) — Subject Company
• 5AM Opportunities I (GP), LLC (company) — Group Member
• 5AM Opportunities I, L.P. (company) — Group Member
• 5AM Partners VI, LLC (company) — Group Member
• Andrew J. Schwab (person) — Group Member
• Kush Parmar (person) — Group Member
• Paul A. Stone (person) — Chief Legal Officer at 5AM Venture Management, LLC

FAQ

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti
• $20.2777 — ransaction with one buyer at a price of $20.2777 per share. On April 11, 2024, Ventures
• $24.514 — ransaction with one buyer at a price of $24.514 per share. Item 5. Interest in Securit

Filing Documents

• tm2411901d1_sc13da.htm (SC 13D/A) — 112KB
• 0001104659-24-047395.txt ( ) — 114KB

Identity and Background

Item 2. Identity and Background

(b) of the Original Schedule 13D is hereby amended and

Item 2(b) of the Original Schedule 13D is hereby amended and restated in its entirety as follows: (b) The principal business office of the Reporting Persons is 4 Embarcadero Center, Suite 3110, San Francisco, CA 94111.

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 paragraphs at the end of Item 4: On April 10, 2024, Ventures VI sold an aggregate of 187,817 shares of Common Stock and Opportunities sold an aggregate of 37,283 shares of Common Stock in a single transaction with one buyer at a price of $20.2777 per share. On April 11, 2024, Ventures VI sold an aggregate of 646,639 shares of Common Stock and Opportunities sold an aggregate of 128,361 shares of Common Stock in a single transaction with one buyer at a price of $24.514 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 April 15, 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 2,366,178 0 2,366,178 0 2,366,178 2,366,178 5.1 % Partners VI (1) 0 0 2,366,178 0 2,366,178 2,366,178 5.1 % Opportunities 469,697 0 469,697 0 469,697 469,697 1.0 % Opportunities GP (2) 0 0 469,697 0 469,697 469,697 1.0 % Schwab (1) (2) 0 0 2,835,875 0 2,835,875 2,835,875 6.1 % Parmar (1) (2) 0 0 2,835,875 0 2,835,875 2,835,875 6.1 % (1) Includes 2,366,178 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 469,697 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 the sum of (i) 41,347,632 shares of Common Stock outstanding as of March 1, 2024, as reported in the Issuer’s Annual Report on Form 10-K filed with the SEC on March 14, 2024; and (ii) 5,357,144 shares of Common Stock issued in the 2024 Private Placement. (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 person i

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits A. Joint Filing Agreement, dated March 6, 2023 (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: April 15, 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).

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View this SC 13D/A filing on SEC EDGAR