| Item 1. | |
| (a) | Name of issuer:
Aileron Therapeutics, Inc. |
| (b) | Address of issuer's principal executive
offices:
12407 N. MOPAC EXPY., Suite 250 #390, AUSTIN, TEXAS, 78758 |
| Item 2. | |
| (a) | Name of person filing:
This Statement on Schedule 13G is being filed by:
(i) The University of Texas/Texas A&M Investment Management Company ("UTIMCO")
(ii) The Board of Regents of the University of Texas System (the "Regents")
Pursuant to an Investment Management Services Agreement with the Regents, UTIMCO, an institutional investment advisor, holds the shares reported herein on behalf of the Regents and is authorized to exercise investment discretion and voting power with respect to such shares on behalf of the Regents.
This Schedule 13G is filed on behalf of each of these persons. Included in this Schedule 13G as Exhibit 1 is the agreement between UTIMCO and the Regents to file this Schedule 13G on behalf of each of them.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
|
| (b) | Address or principal business office or, if
none, residence:
210 West 7th St., Suite 1700
Austin, TX 78701 |
| (c) | Citizenship:
Texas |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share |
| (e) | CUSIP No.:
00887A204 |
| 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:
For each of the Reporting Persons, the amount beneficially owned, percent of class and shares with respect to which they have sole or shared dispositive or voting control are set forth on the cover pages hereto.
On October 31, 2023, the Issuer acquired Lung Therapeutics, Inc. ("Lung") pursuant to an Agreement and Plan of Merger by and among the Issuer, Lung, and certain other parties thereto. As a result of such acquisition, the Regents were issued the above-referenced shares in respect of shares of Lung previously issued pursuant to (a) an Amended and Restated Patent and Technology License Agreement, effective as of June 19, 2013, by and between Lung and the Regents, on behalf of The University of Texas Health Science Center at Tyler, as amended, and (b) convertible note, preferred stock and SAFE investments.
|
| (b) | Percent of class:
|
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
|
| | (ii) Shared power to vote or to direct the
vote:
|
| | (iii) Sole power to dispose or to direct the
disposition of:
|
| | (iv) Shared power to dispose or to direct the
disposition of:
|
| 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. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
