| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Mineralys Therapeutics, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
603170101 (CUSIP Number) |
12/31/2024 (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) |
SCHEDULE 13G |
| CUSIP No. | 603170101 |
| 1 | Names of Reporting Persons Adams Street Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,129,807.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 2.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA |
SCHEDULE 13G |
| CUSIP No. | 603170101 |
| 1 | Names of Reporting Persons Adams Street 2016 Direct Venture/Growth Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 91,126.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 603170101 |
| 1 | Names of Reporting Persons Adams Street 2017 Direct Venture/Growth Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 117,878.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 603170101 |
| 1 | Names of Reporting Persons Adams Street 2018 Direct Venture/Growth Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 176,038.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 603170101 |
| 1 | Names of Reporting Persons Adams Street 2019 Direct Growth Equity Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 98,889.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 603170101 |
| 1 | Names of Reporting Persons Adams Street 2020 Direct Growth Equity Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 105,448.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 603170101 |
| 1 | Names of Reporting Persons Adams Street 2021 Direct Growth Equity Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 102,305.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 603170101 |
| 1 | Names of Reporting Persons Adams Street Growth Equity Fund VII LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 438,123.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Mineralys Therapeutics, Inc. | |
| (b) | Address of issuer's principal executive
offices: 150 N. Radnor Chester Rd, Ste F200, Radnor, PA, 19087 | |
| Item 2. | ||
| (a) | Name of person filing: 1) Adams Street 2016 Direct Venture/Growth Fund LP
2) Adams Street 2017 Direct Venture/Growth Fund LP
3) Adams Street 2018 Direct Venture/Growth Fund LP
4) Adams Street 2019 Direct Growth Equity Fund LP
5) Adams Street 2020 Direct Growth Equity Fund LP
6) Adams Street 2021 Direct Growth Equity Fund LP
7) Adams Street Growth Equity Fund VII LP | |
| (b) | Address or principal business office or, if
none, residence: One North Wacker Drive, #2700, Chicago, IL 60606 | |
| (c) | Citizenship: 1) Adams Street 2016 Direct Venture/Growth Fund LP- Delaware
2) Adams Street 2017 Direct Venture/Growth Fund LP- Delaware
3) Adams Street 2018 Direct Venture/Growth Fund LP- Delaware
4) Adams Street 2019 Direct Growth Equity Fund LP- Delaware
5) Adams Street 2020 Direct Growth Equity Fund LP- Delaware
6) Adams Street 2021 Direct Growth Equity Fund LP- Delaware
7) Adams Street Growth Equity Fund VII LP- Delaware | |
| (d) | Title of class of securities: Common Stock | |
| (e) | CUSIP No.: 603170101 | |
| 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: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: 1) Adams Street Partners, LLC: 1,129,807 (total number of shares of common stock of issuer held indirectly through the funds listed below)
2) Adams Street 2016 Direct Venture/Growth Fund LP: 91,126
3) Adams Street 2017 Direct Venture/Growth Fund LP: 117,878
4) Adams Street 2018 Direct Venture/Growth Fund LP: 176,038
5) Adams Street 2019 Direct Growth Equity Fund LP: 98,889
6) Adams Street 2020 Direct Growth Equity Fund LP: 105,448
7) Adams Street 2021 Direct Growth Equity Fund LP: 102,305
8) Adams Street Growth Equity Fund VII LP: 438,123 | |
| (b) | Percent of class: 1) Adams Street Partners, LLC: 2.3% (total number of shares of common stock of issuer held indirectly through the funds listed below)
2) Adams Street 2016 Direct Venture/Growth Fund LP: 0.2%
3) Adams Street 2017 Direct Venture/Growth Fund LP: 0.2%
4) Adams Street 2018 Direct Venture/Growth Fund LP: 0.4%
5) Adams Street 2019 Direct Growth Equity Fund LP: 0.2%
6) Adams Street 2020 Direct Growth Equity Fund LP: 0.2%
7) Adams Street 2021 Direct Growth Equity Fund LP: 0.2%
8) Adams Street Growth Equity Fund VII LP: 0.9% % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 1)Adams Street Partners, LLC: 1,129,807 (total number of shares of common stock of issuer held indirectly through the funds listed below)
2)Adams Street 2016 Direct Venture/Growth Fund LP: 91,126
3)Adams Street 2017 Direct Venture/Growth Fund LP: 117,878
4)Adams Street 2018 Direct Venture/Growth Fund LP: 176,038
5)Adams Street 2019 Direct Growth Equity Fund LP: 98,889
6)Adams Street 2020 Direct Growth Equity Fund LP: 105,448
7)Adams Street 2021 Direct Growth Equity Fund LP: 102,305
8)Adams Street Growth Equity Fund VII LP: 438,123 | ||
| (ii) Shared power to vote or to direct the
vote: 0 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 1) Adams Street Partners, LLC: 1,129,807 (total number of shares of common stock of issuer held indirectly through the funds listed below)
2) Adams Street 2016 Direct Venture/Growth Fund LP: 91,126
3) Adams Street 2017 Direct Venture/Growth Fund LP: 117,878
4) Adams Street 2018 Direct Venture/Growth Fund LP: 176,038
5) Adams Street 2019 Direct Growth Equity Fund LP: 98,889
6) Adams Street 2020 Direct Growth Equity Fund LP: 105,448
7) Adams Street 2021 Direct Growth Equity Fund LP: 102,305
8) Adams Street Growth Equity Fund VII LP: 438,123 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 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 or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Adams Street 2016 Direct Venture/Growth Fund LP ("AS 2016") is the record owner of 91,126 shares of common stock of the Issuer. Adams Street 2017 Direct Venture/Growth Fund LP ("AS 2017") is the record owner of 117,878 shares of common stock of the Issuer. Adams Street 2018 Direct Venture/Growth Fund LP ("AS 2018") is the record owner of 176,038 shares of common stock of the Issuer. Adams Street 2019 Direct Growth Equity Fund LP ("AS 2019") is the record owner of 98,889 shares of common stock of the Issuer. Adams Street 2020 Direct Growth Equity Fund LP ("AS 2020") is the record owner of 105,448 shares of common stock of the Issuer. Adams Street 2021 Direct Growth Equity Fund LP ("AS 2021") is the record owner of 102,305 shares of common stock of the Issuer. Adams Street Growth Equity Fund VII LP ("AS GE VII") is the record owner of 438,123 shares of common stock of the Issuer. The shares of common stock owned by AS 2016, AS 2017, AS 2018, AS 2019, AS 2020, AS 2021 and AS GE VII (the "Shares") may be deemed to be beneficially owned by Adams Street Partners, LLC, the managing member of the general partner of the general partner of each of AS 2016, AS 2017, AS 2018, AS 2019, AS 2020, AS 2021 and AS GE VII. Thomas S. Bremner, Jeffrey T. Diehl, Brian Dudley, Elisha P. Gould, Robin Murray and Fred Wang, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the Shares. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Brian Dudley, Elisha P. Gould, Robin Murray and Fred Wang disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
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| 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. |
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Exhibit
Information |
Agreement to Make a Joint Filing |