PMV Pharmaceuticals (PMVP) SC 13G PMV Pharmaceuticals / INTERWEST PARTNERS X ownership change

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(AMENDMENT NO            )*

PMV Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

69353Y 103

(CUSIP Number)

December 31, 2020

(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).

Cusip No. 69353Y 103 13G Page  2  of 9 Pages

1	NAME OF REPORTING PERSONS   InterWest Partners X, LP (“IWP X”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   California

NUMBER OF SHARES  BENEFICIALLY  OWNED BY REPORTING PERSON WITH	5	SOLE VOTING POWER   6,469,911
	6	SHARED VOTING POWER   0
	7	SOLE DISPOSITIVE POWER   6,469,911
	8	SHARED DISPOSITIVE POWER   0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,469,911
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES :   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   14.5% (1)
12	TYPE OF REPORTING PERSON   PN

(1) Based upon 44,773,748 shares of the Issuer’s Common Stock outstanding as of November 1, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2020.

Page 2 of 9 Pages

Cusip No. 69353Y 103 13G Page  3  of 9 Pages

1	NAME OF REPORTING PERSONS   InterWest Management Partners X, LLC (the General Partner of InterWest Partners X, LP)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   California

NUMBER OF SHARES  BENEFICIALLY  OWNED BY REPORTING PERSON WITH	5	SOLE VOTING POWER   6,469,911
	6	SHARED VOTING POWER   0
	7	SOLE DISPOSITIVE POWER   6,469,911
	8	SHARED DISPOSITIVE POWER   0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,469,911
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES :   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   14.5% (1)
14	TYPE OF REPORTING PERSON   OO

(1) Based upon 44,773,748 shares of the Issuer’s Common Stock outstanding as of November 1, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2020.

Page 3 of 9 Pages

Cusip No. 69353Y 103 13G Page  4  of 9 Pages

1	NAME OF REPORTING PERSONS   Keval Desai (a Venture Member of InterWest Management Partners X, LLC)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES  BENEFICIALLY  OWNED BY REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   6,469,911
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   6,469,911

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,469,911
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES :   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   14.5%
12	TYPE OF REPORTING PERSON   IN

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Keval Desai that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Page 4 of 9 Pages

Cusip No. 69353Y 103 13G Page  5  of 9 Pages

1	NAME OF REPORTING PERSONS   Gilbert H. Kliman (a Managing Director of InterWest Management Partners X, LLC)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   6,469,911
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   6,469,911

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,469,911
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES :   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   14.5%
12	TYPE OF REPORTING PERSON   IN

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Gilbert H. Kliman that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Page 5 of 9 Pages

Cusip No. 69353Y 103 13G Page  6  of 9 Pages

1	NAME OF REPORTING PERSONS   Khaled A. Nasr (a Venture Member of InterWest Management Partners X, LLC)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES  BENEFICIALLY  OWNED BY REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   6,469,911
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   6,469,911

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,469,911
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES :   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   14.5%
12	TYPE OF REPORTING PERSON   IN

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Khaled A. Nasr that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Page 6 of 9 Pages

Cusip No. 69353Y 103 13G Page  7  of 9 Pages

ITEM 1.

(a) NAME OF ISSUER: PMV Pharmaceuticals, Inc.

(b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICE:

8 Clarke Dr., Suite 3, Cranbury, NJ 08512

ITEM 2.

(a) NAME OF PERSON(S) FILING:

InterWest Partners X, LP (“IWP X”)

InterWest Management Partners X, LLC (“IMP X”)

Keval Desai (“Desai”)

Gilbert H. Kliman (“Kliman”)

Khaled A. Nasr (“Nasr”)

(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

467 First Street, Suite 201, Los Altos, CA 94022

(c) CITIZENSHIP/PLACE OF ORGANIZATION:

IWP X:	California
IMP X:	California
Desai:	UnitedStates
Kliman:	UnitedStates
Nasr:	UnitedStates

(d) TITLE OF CLASS OF SECURITIES: Common Stock

(e) CUSIP NUMBER: 69353Y 103

ITEM 3. NOT APPLICABLE.

Page 7 of 9 Pages

Cusip No. 69353Y 103 13G Page  8  of 9 Pages

ITEM 4. OWNERSHIP.

	IWP X			IMP X (1)			Desai (2)
Beneficial Ownership		6,469,911			6,469,911			6,469,911
Percentage of Class		14.5	% (3)		14.5	% (3)		14.5	% (3)
Sole Voting Power		6,469,911			6,469,911			0
Shared Voting Power		0			0			6,469,911
Sole Dispositive Power		6,469,911			6,469,911			0
Shared Dispositive Power		0			0			6,469,911

	Kliman (2)			Nasr (2)
Beneficial Ownership		6,469,911			6,469,911
Percentage of Class		14.5	% (3)		14.5	% (3)
Sole Voting Power		0			0
Shared Voting Power		6,469,911			6,469,911
Sole Dispositive Power		0			0
Shared Dispositive Power		6,469,911			6,469,911

(1) IMP X is the general partner of IWP X.

(2) Kliman is a Managing Director of IMP X. Desai and Nasr are Venture Members of IMP X. The Managing Directors and Venture Members of IMP X share voting and investment control over shares held by IWP X.

(3) Based upon 44,773,748 shares of the Issuer’s Common Stock outstanding as of November 1, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2020.

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

Not applicable.

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Under certain circumstances set forth in the limited liability company operating agreement of IMP X, the members of such limited liability company have the right to receive dividends from, or the proceeds from the sale of, the common stock of Issuer beneficially owned by such limited liability company.

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.

No reporting person is a member of a group as defined in section 240.13d-1(b)(1)(iii)(H) of the Act.

ITEM 9. NOTICE OF DISSOLUTION OF THE GROUP.

Not applicable.

Page 8 of 9 Pages

Cusip No. 69353Y 103 13G Page  9  of 9 Pages

ITEM 10. CERTIFICATION.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

EXHIBITS

Joint Filing Statement attached as Exhibit A.

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 12, 2021

INTERWEST PARTNERS X, LP
By:	InterWest Management Partners X, LLC, its General Partner
By:	/s/ Karen A. Wilson, Power of Attorney
	Attorney-in-Fact
INTERWEST MANAGEMENT PARTNERS X, LLC
By:	/s/ Karen A. Wilson, Power of Attorney
	Attorney-in-Fact
By:	/s/ Keval Desai by Karen A. Wilson, Power of Attorney
Name:	Keval Desai
By:	/s/ Gilbert H. Kliman by Karen A. Wilson, Power of Attorney
Name:	Gilbert H. Kliman
By:	/s/ Khaled A. Nasr
Name:	Khaled A. Nasr

Page 9 of 9 Pages