UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 ) *
Aeglea BioTherapeutics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
00773J103
(CUSIP Number)
December 31, 2018
(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 the disclosures provided in a prior cover page.
The information required in 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 00773J103 | Page 2 of 10 |
| 1. |
Names of Reporting Persons
Lilly Ventures Fund I, LLC
|
| 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
Delaware
|
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
0
|
| 6. |
Shared Voting Power
2,568,543 (2)
| |
| 7. |
Sole Dispositive Power
0
| |
| 8. |
Shared Dispositive Power
2,568,543 (2)
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,568,543
|
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row 9
10.7% (3)
|
| 12. |
Type of Reporting Person (see instructions)
OO
|
| (1) | Lilly Ventures Fund I, LLC (“LV”), LV Management Group, LLC (“LV Management”), S. Edward Torres, Steven E. Hall, Ph.D. and Armen B. Shanafelt, Ph.D. (collectively, the “Reporting Persons”) may be considered members of a group for purposes of this Schedule 13G. |
| (2) | As described in Item 4 below, LV owns 2,568,543 shares of the Issuer’s Common Stock. LV Management is the management company for LV and has voting and dispositive power over the shares held by LV. LV Management’s voting and dispositive decisions with respect to the shares held by LV are made by LV Management’s management committee, which consists of Mr. Torres and Drs. Hall and Shanafelt. As such, each of the Reporting Persons share voting and dispositive power with respect to the shares held by LV. |
| (3) | This percentage is calculated based upon 23,962,114 outstanding shares of Common Stock of the Issuer as of November 2, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 as filed with the Securities and Exchange Commission on November 8, 2018. |
| CUSIP 00773J103 | Page 3 of 10 |
| 1. |
Names of Reporting Persons
LV Management Group, LLC
|
| 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
Delaware
|
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
0
|
| 6. |
Shared Voting Power
2,632,809 (2)
| |
| 7. |
Sole Dispositive Power
0
| |
| 8. |
Shared Dispositive Power
2,632,809 (2)
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,632,809
|
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row 9
11.0% (3)
|
| 12. |
Type of Reporting Person (see instructions)
OO
|
| (1) | Lilly Ventures Fund I, LLC (“LV”), LV Management Group, LLC (“LV Management”), S. Edward Torres, Steven E. Hall, Ph.D. and Armen B. Shanafelt, Ph.D. (collectively, the “Reporting Persons”) may be considered members of a group for purposes of this Schedule 13G. |
| (2) | As described in Item 4 below, LV owns 2,568,543 shares of the Issuer’s Common Stock. LV Management is the management company for LV and has voting and dispositive power over the shares held by LV. LV Management also has voting and dispositive authority over 64,266 shares issuable upon exercise of options held by Dr. Shanafelt that are exercisable within 60 days of December 31, 2018. LV Management’s voting and dispositive decisions with respect to the shares held by LV and the shares underlying such options are made by LV Management’s management committee, which consists of Mr. Torres and Drs. Hall and Shanafelt. As such, each of the Reporting Persons share voting and dispositive power with respect to such shares. |
| (3) | This percentage is calculated based upon 23,962,114 outstanding shares of Common Stock of the Issuer as of November 2, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 as filed with the Securities and Exchange Commission on November 8, 2018. |
| CUSIP 00773J103 | Page 4 of 10 |
| 1. |
Names of Reporting Persons
S. Edward Torres
|
| 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
United States
|
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
0
|
| 6. |
Shared Voting Power
2,632,809 (2)
| |
| 7. |
Sole Dispositive Power
0
| |
| 8. |
Shared Dispositive Power
2,632,809 (2)
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,632,809
|
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row 9
11.0% (3)
|
| 12. |
Type of Reporting Person (see instructions)
IN
|
| (1) | Lilly Ventures Fund I, LLC (“LV”), LV Management Group, LLC (“LV Management”), S. Edward Torres, Steven E. Hall, Ph.D. and Armen B. Shanafelt, Ph.D. (collectively, the “Reporting Persons”) may be considered members of a group for purposes of this Schedule 13G. |
| (2) | As described in Item 4 below, LV owns 2,568,543 shares of the Issuer’s Common Stock. LV Management is the management company for LV and has voting and dispositive power over the shares held by LV. LV Management also has voting and dispositive authority over 64,266 shares issuable upon exercise of options held by Dr. Shanafelt that are exercisable within 60 days of December 31, 2018. LV Management’s voting and dispositive decisions with respect to the shares held by LV and the shares underlying such options are made by LV Management’s management committee, which consists of Mr. Torres and Drs. Hall and Shanafelt. As such, each of the Reporting Persons share voting and dispositive power with respect to such shares. |
| (3) | This percentage is calculated based upon 23,962,114 outstanding shares of Common Stock of the Issuer as of November 2, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 as filed with the Securities and Exchange Commission on November 8, 2018. |
| CUSIP 00773J103 | Page 5 of 10 |
| 1. |
Names of Reporting Persons
Steven E. Hall, Ph.D.
|
| 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
United States
|
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
0
|
| 6. |
Shared Voting Power
2,632,809 (2)
| |
| 7. |
Sole Dispositive Power
0
| |
| 8. |
Shared Dispositive Power
2,632,809 (2)
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,632,809
|
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row 9
11.0% (3)
|
| 12. |
Type of Reporting Person (see instructions)
IN
|
| (1) | Lilly Ventures Fund I, LLC (“LV”), LV Management Group, LLC (“LV Management”), S. Edward Torres, Steven E. Hall, Ph.D. and Armen B. Shanafelt, Ph.D. (collectively, the “Reporting Persons”) may be considered members of a group for purposes of this Schedule 13G. |
| (2) | As described in Item 4 below, LV owns 2,568,543 shares of the Issuer’s Common Stock. LV Management is the management company for LV and has voting and dispositive power over the shares held by LV. LV Management also has voting and dispositive authority over 64,266 shares issuable upon exercise of options held by Dr. Shanafelt that are exercisable within 60 days of December 31, 2018. LV Management’s voting and dispositive decisions with respect to the shares held by LV and the shares underlying such options are made by LV Management’s management committee, which consists of Mr. Torres and Drs. Hall and Shanafelt. As such, each of the Reporting Persons share voting and dispositive power with respect to such shares. |
| (3) | This percentage is calculated based upon 23,962,114 outstanding shares of Common Stock of the Issuer as of November 2, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 as filed with the Securities and Exchange Commission on November 8, 2018. |
| CUSIP 00773J103 | Page 6 of 10 |
| 1. |
Names of Reporting Persons
Armen B. Shanafelt, Ph.D.
|
| 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
United States
|
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
0
|
| 6. |
Shared Voting Power
2,632,809 (2)
| |
| 7. |
Sole Dispositive Power
0
| |
| 8. |
Shared Dispositive Power
2,632,809 (2)
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,632,809
|
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row 9
11.0% (3)
|
| 12. |
Type of Reporting Person (see instructions)
IN
|
| (1) | Lilly Ventures Fund I, LLC (“LV”), LV Management Group, LLC (“LV Management”), S. Edward Torres, Steven E. Hall, Ph.D. and Armen B. Shanafelt, Ph.D. (collectively, the “Reporting Persons”) may be considered members of a group for purposes of this Schedule 13G. |
| (2) | As described in Item 4 below, LV owns 2,568,543 shares of the Issuer’s Common Stock. LV Management is the management company for LV and has voting and dispositive power over the shares held by LV. LV Management also has voting and dispositive authority over 64,266 shares issuable upon exercise of options held by Dr. Shanafelt that are exercisable within 60 days of December 31, 2018. LV Management’s voting and dispositive decisions with respect to the shares held by LV and the shares underlying such options are made by LV Management’s management committee, which consists of Mr. Torres and Drs. Hall and Shanafelt. As such, each of the Reporting Persons share voting and dispositive power with respect to such shares. |
| (3) | This percentage is calculated based upon 23,962,114 outstanding shares of Common Stock of the Issuer as of November 2, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 as filed with the Securities and Exchange Commission on November 8, 2018. |
| CUSIP 00773J103 | Page 7 of 10 |
| Item 1(a). | Name of Issuer: Aeglea BioTherapeutics, Inc. |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
901 S. MoPac Expressway
Barton Oaks Plaza One
Suite 250
Austin, TX 78746
| Item 2(a). | Name of Person Filing: |
| (i) | Lilly Ventures Fund I, LLC | |
| (ii) | LV Management Group, LLC | |
| (iii) | S. Edward Torres | |
| (iv) | Steven E. Hall, Ph.D. | |
| (v) | Armen B. Shanafelt, Ph.D. |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: The address and principal business office of the Reporting Person is: |
c/o LV Management Group, LLC
115 West Washington Street, Suite 1680-South
Indianapolis, Indiana 46204.
| Item 2(c). | Citizenship: |
| (i) | Lilly Ventures Fund I, LLC | Delaware limited liability company | |
| (ii) | LV Management Group, LLC | Delaware limited liability company | |
| (iii) | S. Edward Torres | United States citizen | |
| (iv) | Steven E. Hall, Ph.D. | United States citizen | |
| (v) | Armen B. Shanafelt, Ph.D. | United States citizen |
| Item 2(d). | Title of Class of Securities: Common Stock |
| Item 2(e). | CUSIP Number: 00773J103 |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership |
The following information with respect to the beneficial ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018:
| Number of Shares | ||||||||||||||||||||||||||||
| Held | Power to Vote or Direct the Vote | Power to Dispose or Direct the Disposition | Beneficially | Beneficial | ||||||||||||||||||||||||
| Reporting Person | Directly | Sole | Shared (1) | Sole | Shared (1) | Owned | (2) | |||||||||||||||||||||
| Lilly Ventures Fund I, LLC | 2,568,543 | 0 | 2,568,543 | 0 | 2,568,543 | 2,568,543 | 10.7 | % | ||||||||||||||||||||
| LV Management Group, LLC | 0 | 0 | 2,632,809 | 0 | 2,632,809 | 2,632,809 | 11.0 | % | ||||||||||||||||||||
| S. Edward Torres | 0 | 0 | 2,632,809 | 0 | 2,632,809 | 2,632,809 | 11.0 | % | ||||||||||||||||||||
| Steven E. Hall, Ph.D. | 0 | 0 | 2,632,809 | 0 | 2,632,809 | 2,632,809 | 11.0 | % | ||||||||||||||||||||
| Armen B. Shanafelt, Ph.D. | 64,266 | 0 | 2,632,809 | 0 | 2,632,809 | 2,632,809 | 11.0 | % | ||||||||||||||||||||
| CUSIP 00773J103 | Page 8 of 10 |
| (1) | LV Management is the management company for LV and has voting and dispositive power over the shares held by LV. LV Management also has voting and dispositive authority over 64,266 shares issuable upon exercise of options held by Dr. Shanafelt that are exercisable within 60 days of December 31, 2018. LV Management’s voting and dispositive decisions with respect to the shares held by LV and the shares underlying such options are made by LV Management’s management committee, which consists of Mr. Torres and Drs. Hall and Shanafelt. As such, each of the Reporting Persons share voting and dispositive power with respect to such shares. |
| (2) | This percentage is calculated based upon 23,962,114 outstanding shares of Common Stock of the Issuer as of November 2, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 as filed with the Securities and Exchange Commission on November 8, 2018. |
| Item 5. | Ownership of 5 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 5 percent of the class of securities, check the following ¨.
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person |
Eli Lilly and Company, as the holder of an economic interest in LV, has the right to receive dividends from, or the proceeds from the sale of, a portion of the securities reported herein.
| 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 a Group |
Not applicable.
| Item 10. | Certification |
Not applicable.
| CUSIP 00773J103 | Page 9 of 10 |
SIGNATURES
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 14, 2019 | ||
| LILLY VENTURES FUND I, LLC | ||
| By: | LV Management Group, LLC | |
| By: | /s/ S. Edward Torres | |
| Name: | S. Edward Torres | |
| Title: | Managing Director | |
| LV MANAGEMENT GROUP, LLC | ||
| By: | /s/ S. Edward Torres | |
| Name: | S. Edward Torres | |
| Title: | Managing Director | |
| /s/ S. Edward Torres | ||
| S. EDWARD TORRES | ||
| /s/ Steven E. Hall, Ph.D. | ||
| STEVEN E. HALL PH.D | ||
| /s/ Armen B. Shanafelt, Ph.D. | ||
| ARMEN B. SHANAFELT, PH.D | ||
| CUSIP 00773J103 | Page 10 of 10 |
EXHIBIT A
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.
| Dated: February 14, 2019 | ||
| LILLY VENTURES FUND I, LLC | ||
| By: | LV Management Group, LLC | |
| By: | /s/ S. Edward Torres | |
| Name: | S. Edward Torres | |
| Title: | Managing Director | |
| LV MANAGEMENT GROUP, LLC | ||
| By: | /s/ S. Edward Torres | |
| Name: | S. Edward Torres | |
| Title: | Managing Director | |
| /s/ S. Edward Torres | ||
| S. EDWARD TORRES | ||
| /s/ Steven E. Hall, Ph.D. | ||
| STEVEN E. HALL PH.D | ||
| /s/ Armen B. Shanafelt, Ph.D. | ||
| ARMEN B. SHANAFELT, PH.D | ||