Pulmonx (LUNG) SC 13G/A Pulmonx / Yu Fan ownership change

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

Pulmonx Corporation

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

745848101

(CUSIP Number)

December 31, 2021

(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)

☒ 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).

1	Names of Reporting Persons   ABG-Pulmonx Limited
2	Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3	SEC Use Only
4	Citizenship or Place of Organization   British Virgin Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   31,903
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   31,903

9	Aggregate Amount Beneficially Owned by Each Reporting Person   31,903
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   0.1%
12	Type of Reporting Person   CO

1	Names of Reporting Persons   Ally Bridge Group Innovation Capital Partners III, L.P.
2	Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3	SEC Use Only
4	Citizenship or Place of Organization   Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   31,903
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   31,903

9	Aggregate Amount Beneficially Owned by Each Reporting Person   31,903
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   0.1%
12	Type of Reporting Person   PN

1	Names of Reporting Persons   ABG Innovation Capital Partners III GP, L.P.
2	Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3	SEC Use Only
4	Citizenship or Place of Organization   Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   31,903
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   31,903

9	Aggregate Amount Beneficially Owned by Each Reporting Person   31,903
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   0.1%
12	Type of Reporting Person   PN

1	Names of Reporting Persons   ABG Innovation Capital Partners III GP Limited
2	Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3	SEC Use Only
4	Citizenship or Place of Organization   Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   31,903
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   31,903

9	Aggregate Amount Beneficially Owned by Each Reporting Person   31,903
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   0.1%
12	Type of Reporting Person   CO

1	Names of Reporting Persons   ABG Management Ltd.
2	Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3	SEC Use Only
4	Citizenship or Place of Organization   Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   31,903
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   31,903

9	Aggregate Amount Beneficially Owned by Each Reporting Person   31,903
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   0.1%
12	Type of Reporting Person   CO

1	Names of Reporting Persons   ABG WTT- Pulmonx Limited
2	Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3	SEC Use Only
4	Citizenship or Place of Organization   Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   31,202
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   31,202

9	Aggregate Amount Beneficially Owned by Each Reporting Person   31,202
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   0.1%
12	Type of Reporting Person   CO

1	Names of Reporting Persons   Ally Bridge Group-WTT Global Life Science Capital Partners, L.P.
2	Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3	SEC Use Only
4	Citizenship or Place of Organization   Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   31,202
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   31,202

9	Aggregate Amount Beneficially Owned by Each Reporting Person   31,202
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   0.1%
12	Type of Reporting Person   PN

1	Names of Reporting Persons   ABG-WTT Global Life Science Capital Partners GP, L.P.
2	Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3	SEC Use Only
4	Citizenship or Place of Organization   Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   31,202
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   31,202

9	Aggregate Amount Beneficially Owned by Each Reporting Person   31,202
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   0.1%
12	Type of Reporting Person   PN

1	Names of Reporting Persons   ABG-WTT Global Life Science Capital Partners GP Limited
2	Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3	SEC Use Only
4	Citizenship or Place of Organization   Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   31,202
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   31,202

9	Aggregate Amount Beneficially Owned by Each Reporting Person   31,202
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   0.1%
12	Type of Reporting Person   CO

1	Names of Reporting Persons   Ally Bridge MedAlpha Master Fund L.P.
2	Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3	SEC Use Only
4	Citizenship or Place of Organization   Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   0
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   0

9	Aggregate Amount Beneficially Owned by Each Reporting Person   0
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   0.0%
12	Type of Reporting Person   PN

1	Names of Reporting Persons   Ally Bridge MedAlpha Management L.P.
2	Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3	SEC Use Only
4	Citizenship or Place of Organization   Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   0
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   0

9	Aggregate Amount Beneficially Owned by Each Reporting Person   0
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   0.0%
12	Type of Reporting Person   PN

1	Names of Reporting Persons   Ally Bridge MedAlpha Management GP, LLC
2	Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3	SEC Use Only
4	Citizenship or Place of Organization   Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   0
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   0

9	Aggregate Amount Beneficially Owned by Each Reporting Person   0
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   0.0%
12	Type of Reporting Person   OO (Limited Liability Company)

1	Names of Reporting Persons   Ally Bridge Group (NY) LLC
2	Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
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   0
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   0

9	Aggregate Amount Beneficially Owned by Each Reporting Person   0
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   0.0%
12	Type of Reporting Person   OO (Limited Liability Company)

1	Names of Reporting Persons   Fan Yu
2	Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3	SEC Use Only
4	Citizenship or Place of Organization   Hong Kong

Number of Shares  Beneficially  Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   31,903
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   31,903

9	Aggregate Amount Beneficially Owned by Each Reporting Person   31,903
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   0.1%
12	Type of Reporting Person   IN

ITEM 1. (a) Name of Issuer:

Pulmonx Corporation (the “Issuer”)

(b) Address of Issuer’s Principal Executive Offices:

700 Chesapeake Drive, Redwood City, California 94063.

ITEM 2. (a) Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

ABG-Pulmonx Limited

Ally Bridge Group Innovation Capital Partners III, L.P.

ABG Innovation Capital Partners III GP, L.P.

ABG Innovation Capital Partners III GP Limited

ABG Management Ltd.

ABG WTT- Pulmonx Limited

Ally Bridge Group-WTT Global Life Science Capital Partners, L.P.

ABG-WTT Global Life Science Capital Partners GP, L.P.

ABG-WTT Global Life Science Capital Partners GP Limited

Ally Bridge MedAlpha Master Fund L.P. (“MedAlpha”)

Ally Bridge MedAlpha Management L.P.

Ally Bridge MedAlpha Management GP, LLC

Ally Bridge Group (NY) LLC

Fan Yu

(b) Address or Principal Business Office:

The principal business address for ABG-Pulmonx Limited, ABG Management Ltd., ABG WTT- Pulmonx Limited, Ally Bridge Group-WTT Global Life Science Capital Partners, L.P., ABG-WTT Global Life Science Capital Partners GP, L.P., ABG-WTT Global Life Science Capital Partners GP Limited, Ally Bridge Group Innovation Capital Partners III, L.P., ABG Innovation Capital Partners III GP, L.P., ABG Innovation Capital Partners III GP Limited and Fan Yu is Unit 3002-3004, 30/F, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong. The principal business address for MedAlpha, Ally Bridge MedAlpha Management L.P., Ally Bridge MedAlpha Management GP, LLC and Ally Bridge Group (NY) LLC is 430 Park Avenue, 12th Floor, New York, NY 10022.

(c) Citizenship of each Reporting Person is:

ABG-Pulmonx Limited is an entity organized under the laws of the British Virgin Islands.

ABG Innovation Capital Partners III GP Limited, ABG Innovation Capital Partners III GP, L.P., Ally Bridge Group Innovation Capital Partners III, L.P., ABG WTT- Pulmonx Limited, Ally Bridge Group-WTT Global Life Science Capital Partners, L.P., ABG-WTT Global Life Science Capital Partners GP, L.P., ABG-WTT Global Life Science Capital Partners GP Limited, MedAlpha, Ally Bridge MedAlpha Management L.P., Ally Bridge MedAlpha Management GP, LLC and ABG Management Ltd. are entities organized under the laws of the Cayman Islands.

Ally Bridge Group (NY) LLC is an entity organized under the laws of State of Delaware.

Fan Yu is a citizen of Hong Kong.

(d) Title of Class of Securities:

Common Stock, par value $0.001 (“Common Stock”).

(e) CUSIP Number:

745848101

ITEM 3.

Not applicable.

ITEM 4. Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2021, based upon 36,838,698 shares of Common Stock outstanding as of October 30, 2021 based on the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

Reporting Person	Amount beneficially owned		Percent of class:			Sole power to vote or to direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
ABG-Pulmonx Limited		31,903		0.1	%		0		31,903		0		31,903
Ally Bridge Group Innovation Capital Partners III, L.P.		31,903		0.1	%		0		31,903		0		31,903
ABG Innovation Capital Partners III GP, L.P.		31,903		0.1	%		0		31,903		0		31,903
ABG Innovation Capital Partners III GP Limited		31,903		0.1	%		0		31,903		0		31,903
ABG Management Ltd.		31,903		0.1	%		0		31,903		0		31,903
ABG WTT- Pulmonx Limited		31,202		0.1	%		0		31,202		0		31,202
Ally Bridge Group-WTT Global Life Science Capital Partners, L.P.		31,202		0.1	%		0		31,202		0		31,202
ABG-WTT Global Life Science Capital Partners GP, L.P.		31,202		0.1	%		0		31,202		0		31,202
ABG-WTT Global Life Science Capital Partners GP Limited		31,202		0.1	%		0		31,202		0		31,202
Ally Bridge MedAlpha Master Fund L.P.		0		0.0	%		0		0		0		0
Ally Bridge MedAlpha Management L.P.		0		0.0	%		0		0		0		0
Ally Bridge MedAlpha Management GP, LLC		0		0.0	%		0		0		0		0
Ally Bridge Group (NY) LLC		0		0.0	%		0		0		0		0
Fan Yu		31,903		0.1	%		0		31,903		0		31,903

ABG Innovation Capital Partners III GP Limited is the general partner of ABG Innovation Capital Partners III GP, L.P., which is the general partner of Ally Bridge Group Innovation Capital Partners III, L.P., which owns 100% of the ordinary voting shares of ABG-Pulmonx Limited, and may be deemed to beneficially own the Common Stock held by ABG-Pulmonx Limited.

ABG-WTT Global Life Science Capital Partners GP Limited is the general partner of ABG-WTT Global Life Science Capital Partners GP, L.P., which is the general partner of Ally Bridge Group-WTT Global Life Science Capital Partners, L.P., which owns 100% of the equity of ABG WTT- Pulmonx Limited, and may be deemed to beneficially own the Common Stock held by ABG WTT- Pulmonx Limited.

Mr. Fan Yu is the sole shareholder of ABG Management Ltd., which is the sole member of each of Ally Bridge MedAlpha Management GP, LLC and Ally Bridge Group (NY) LLC.

Ally Bridge Group (NY) LLC and Ally Bridge MedAlpha Management L.P., acting through its general partner Ally Bridge MedAlpha Management GP, LLC, manage MedAlpha’s investments. As such, each of the foregoing entities and Mr. Fan Yu may be deemed to share beneficial ownership of the shares held of record by MedAlpha.

Mr. Fan Yu is in a position to, directly or indirectly, exercise or share the ultimate voting and disposition control of the Common Stock owned by each of ABG-Pulmonx Limited and MedAlpha.

ABG YY Limited is no longer managed or controlled by any of the Reporting Persons and is thus not included as a Reporting Person on this Schedule 13G.

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 Persons have 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.

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. Certification.

Not applicable.

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.

Date: February 11, 2022

ABG-Pulmonx Limited
By:	/s/ Pang, Andrew Chee On
Name: Pang, Andrew Chee On
Title:	Director
Ally Bridge Group Innovation Capital Partners III, L.P.
By: ABG Innovation Capital Partners III GP, L.P., its general partner
By: ABG Innovation Capital Partners III GP Limited, its general partner
By:	/s/ Fan Yu
Name: Fan Yu
Title:	Director
ABG Innovation Capital Partners III GP, L.P.
By: ABG Innovation Capital Partners III GP Limited, its general partner
By:	/s/ Fan Yu
Name: Fan Yu
Title:	Director
ABG Innovation Capital Partners III GP Limited
By:	/s/ Fan Yu
Name: Fan Yu
Title:	Director
ABG Management Ltd.
By:	/s/ Fan Yu
Name: Fan Yu
Title:	Director

ABG WTT- Pulmonx Limited
By:	/s/ Pang, Andrew Chee On
Name: Pang, Andrew Chee On
Title:	Director
Ally Bridge Group-WTT Global Life Science Capital Partners, L.P.
By: ABG-WTT Global Life Science Capital Partners GP, L.P., its general partner
By: ABG-WTT Global Life Science Capital Partners GP Limited, its general partner
By:	/s/ Fan Yu
Name: Fan Yu
Title:	Director
ABG-WTT Global Life Science Capital Partners GP, L.P.
By: ABG-WTT Global Life Science Capital Partners GP Limited, its general partner
By:	/s/ Fan Yu
Name: Fan Yu
Title:	Director
ABG-WTT Global Life Science Capital Partners GP Limited
By:	/s/ Fan Yu
Name: Fan Yu
Title:	Director
Ally Bridge MedAlpha Master Fund L.P.
By: Ally Bridge MedAlpha General Partner L.P., its general partner
By: Ally Bridge MedAlpha GP, LLC, its general partner
By:	/s/ Fan Yu
Name: Fan Yu
Title:	Manager

Ally Bridge MedAlpha Management L.P.
By: Ally Bridge MedAlpha Management GP, LLC, its general partner
By: ABG Management Ltd., its managing member
By:	/s/ Fan Yu
Name: Fan Yu
Title:	Director
Ally Bridge MedAlpha Management GP, LLC
By: ABG Management Ltd., its managing member
By:	/s/ Fan Yu
Name: Fan Yu
Title:	Director
Ally Bridge Group (NY) LLC
By: ABG Management Ltd., its managing member
By:	/s/ Fan Yu
Name: Fan Yu
Title:	Director
Fan Yu
/s/ Fan Yu

LIST OF EXHIBITS

Exhibit No.	Description
99	Joint Filing Agreement (incorporated by reference to the Schedule 13G filed by the Reporting Persons on October 13, 2020).