CUSIP NO. 05455M 10 0
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
Item 1. | Security and Issuer. |
This statement relates to the Common Stock, par value $0.0001 per share (the “Common Stock”), of AVROBIO, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is One Kendall Square, Building 300, Suite 201, Cambridge, MA 02139.
Item 2. | Identity and Background. |
(a) This statement is filed by: (i) SV Life Sciences Fund VI, L.P. a Delaware limited partnership (“SVLS VI LP”) and SV Life Sciences Fund VI Strategic Partners, L.P. a Delaware limited partnership (“Strategic Partners” and together with SVLS VI LP, the “Funds”), each direct owners of the shares of Common Stock of the Issuer (together, the “Shares”); (ii) SV Life Sciences Fund VI (GP), L.P., a Delaware limited partnership (“SVLS VI GP”) and general partner of SVLS VI LP and Strategic Partners; and (iii) SVLSF VI, LLC, a Delaware limited liability company and general partner of SVLS VI GP. Each of SVLS VI LP, Strategic Partners, SVLS VI GP and SVLSF VI, LLC are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”
(b) The principal business address of the Reporting Persons is c/o SV Health Investors, One Boston Place, 201 Washington Street, Suite 3900, Boston, MA 02108. The principal business address of any person or entity listed on Schedule A annexed hereto is set forth on Schedule A annexed hereto.
(c) The principal business of the Reporting Persons is international healthcare and life sciences venture capital investments. SVLS VI LP and Strategic Partners are private venture capital funds. SVLS VI GP is the general partner of SVLS VI LP and Strategic Partners. SVLSF VI, LLC is the general partner of SVLS VI GP. The principal business of the persons or entities listed on Schedule A annexed hereto is listed on Schedule A annexed hereto.
(d) No Reporting Person nor any person or entity listed on Schedule A annexed hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person nor any person or entity listed on Schedule A annexed hereto has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each of the individuals listed on Schedule A annexed hereto are citizens of the country set forth on Schedule A annexed hereto. Each of the Reporting Persons are organized under the laws of the State of Delaware.
Item 3. | Source and Amount of Funds or Other Consideration. |
On June 25, 2018, SVLS VI LP acquired 2,645,454 shares of Common Stock and Strategic Partners acquired 90,573 shares of Common Stock, each in connection with the closing of the Issuer’s initial public offering (the “IPO”) pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Registration Statement”) and a related corporate reorganization, whereby (i) all Series A Preferred Stock held by SVLS VI LP converted into 2,207,843 shares of Common Stock, (ii) all Series B Preferred Stock held by SVLS VI LP converted into 437,611 shares of Common Stock, (iii) all Series A Preferred Stock held by Strategic Partners converted into 75,590 shares of Common Stock, and (iv) all Series B Preferred Stock held by Strategic Partners converted into 14,983 shares of Common Stock. SVLS VI LP and Strategic acquired the preferred shares (the “Pre-Conversion Shares”) prior to the filing of the Registration Statement using proceeds from capital calls by SVLS VI LP and Strategic Partners from their limited partners (i.e., working capital) for an aggregate purchase price of approximately $11.5 million. After a January 16, 2019 distribution of 778,663 and 26,660 shares of Common Stock, respectively, SVLS VI LP held a total of 1,866,791 shares of the Issuer’s Common Stock and Strategic Partners held a total of 63,913 shares of the Issuer’s Common Stock. After a July 19, 2019 distribution of 496,501 and 16,999 shares of Common Stock, respectively, SVLS VI LP held a total of 1,370,290 shares of the Issuer’s Common Stock and Strategic Partners held a total of 46,914 shares of the Issuer’s Common Stock.
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