Canaan X SC 13G Beneficial ownership report

Canaan X SC 13GBeneficial ownership report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

NextCure, Inc.

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE PER SHARE

(Title of Class of Securities)

65343E108

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule13d-1(b)

☐ Rule13d-1(c)

☑ Rule13d-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 No. 65343E108		SCHEDULE 13G		Page 2 of 6 Pages

(1)

The percent of class was calculated based on an aggregate of 27,442,730 outstanding shares of common stock, representing 22,753,960 shares of common stock outstanding as of November 11, 2019, as set forth in the Issuer’s prospectus filed pursuant to Rule 424(b)(4), as filed with the Securities and Exchange Commission on November 18, 2019, plus 4,077,192 shares issued pursuant to the offering described in such prospectus (the “Offering”), plus an additional 611,578 shares of common stock issued in connection with the exercise of the underwriter’s option relating to the Offering, as set forth in the Issuer’s Current Report on Form8-K dated December 2, 2019, as filed with the Securities and Exchange Commission on December 2, 2019.


CUSIP No. 65343E108		SCHEDULE 13G		Page 3 of 6 Pages

(1)


CUSIP No. 65343E108		SCHEDULE 13G		Page 4 of 6 Pages

Item 1.

Issuer

(a)

Name of Issuer:

NextCure, Inc. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

9000 Virginia Manor Road

Suite 200

Beltsville, MD 20705

Item 2.

Filing Person

(a) – (c)

Name of Persons Filing; Address; Citizenship:

(i)

Canaan X L.P., a Cayman Islands limited partnership (the “Fund”); and

(ii)

Canaan Partners X LLC, a Delaware limited liability company (the “General Partner”).

The address of the principal business office of each of the reporting persons is 285 Riverside Avenue, Suite 250, Westport, Connecticut 06880.

(d)

Title of Class of Securities:

Common Stock, $0.001 par value per share, (the “Common Stock”)

(e)

CUSIP Number:

65343E108

Item 3.

If this statement is filed pursuant to Rules13d-1(b), or13d-2(b) or (c), check whether the person filing is a:


(a)	☐	Broker or dealer registered under Section 15 of the Act;

(b)	☐	Bank as defined in Section 3(a)(6) of the Act;

(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act;

(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)	☐	An investment adviser in accordance with Rule13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with Rule13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with Rule13d-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;

(j)	☐	Anon-U.S. institution in accordance with Rule240.13d-1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with Rule240.13d-1(b)(1)(ii)(K). If filing as anon-U.S. institution in accordance with Rule240.13d-1(b)(1)(ii)(J), please specify the type of institution:

If filing as anon-U.S. institution in accordance with§240.13d-1(b)(1)(ii)(J), please specify the type of institution:


CUSIP No. 65343E108		SCHEDULE 13G		Page 5 of 6 Pages

Item 4.

Ownership.

(a) and (b) Amount beneficially owned:

(i)

The Fund directly owns 2,254,442 shares of Common Stock, which represents approximately 8.2% of the outstanding shares of Common Stock.

(ii)

The General Partner is the general partner of the Fund and may be deemed to beneficially own 2,254,442 shares of Common Stock, which represents approximately 8.2% of the outstanding shares of Common Stock.

(c)

Number of shares as to which such person has:


	Number of Common Stock
Reporting Person	(i)		(ii)		(iii)		(iv)
Canaan X L.P.		2,254,442		0		2,254,442		0
Canaan Partners X LLC		2,254,442		0		2,254,442		0

(i)

Sole power to vote or 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 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 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.

Item 10.

Certification.

Not applicable.


CUSIP No. 65343E108		SCHEDULE 13G		Page 6 of 6 Pages

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 6, 2020


CANAAN X L.P.

By:		CANAAN PARTNERS X LLC, its General Partner

By:		/s/ Janine MacDonald
		Janine MacDonald,Attorney-in-Fact

CANAAN PARTNERS X LLC

By:		/s/ Janine MacDonald
		Janine MacDonald,Attorney-in-Fact

NAMES OF REPORTING PERSONS

Canaan X L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☑

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands