PMV Pharmaceuticals (PMVP) SC 13G/A PMV Pharmaceuticals / Euclidean Capital ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

PMV PHARMACEUTICALS, INC.

(Name of Issuer)

Common Stock, par value $0.00001

(Title of Class of Securities)

69353Y 103

(CUSIP Number)

April 28, 2021

(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

1	NAMES OF REPORTING PERSONS   Euclidean Capital 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:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   4,673,823
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   4,673,823

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,673,823
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   10.4%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

CUSIP No. 69353Y 103

1	NAMES OF REPORTING PERSONS   James H. Simons
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   United States of America

NUMBER OF SHARES  BENEFICIALLY  EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   4,673,823
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   4,673,823

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,673,823
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   10.4%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

CUSIP No. 69353Y 103

1	NAMES OF REPORTING PERSONS   Marilyn H. Simons
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   United States of America

NUMBER OF SHARES  BENEFICIALLY  EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   4,673,823
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   4,673,823

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,673,823
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   10.4%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

CUSIP No. 69353Y 103

1	NAMES OF REPORTING PERSONS   Ashvin B. Chhabra
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   United States of America

NUMBER OF SHARES  BENEFICIALLY  EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   4,673,823
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   4,673,823

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,673,823
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   10.4%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

CUSIP No. 69353Y 103

1	NAMES OF REPORTING PERSONS   Greenland NFP B Ltd.
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   British Virgin Islands

NUMBER OF SHARES  BENEFICIALLY  EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   2,601,637
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   2,601,637

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,601,637
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   5.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

CUSIP No. 69353Y 103

1	NAMES OF REPORTING PERSONS   Greenland NFP 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  EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   132,601
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   132,601

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   132,601
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   0.3%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

CUSIP No. 69353Y 103

1	NAMES OF REPORTING PERSONS   Greenland FP 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  EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   751,409
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   751,409

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   751,409
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   1.7%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

CUSIP No. 69353Y 103

1	NAMES OF REPORTING PERSONS   Greenland A 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  EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   693,769
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   693,769

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   693,769
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   1.5%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

CUSIP No. 69353Y 103

1	NAMES OF REPORTING PERSONS   Symmetry Group Ltd.
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   British Virgin Islands

NUMBER OF SHARES  BENEFICIALLY  EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   494,407
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   494,407

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   494,407
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   1.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

Item 1(a). Name of Issuer:

PMV Pharmaceuticals, Inc. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

8 Clarke Drive, Suite 3

Cranbury, NJ 08512

Item 2(a). Names of Persons Filing:

The names of the persons filing this report (collectively, the “Reporting Persons”) are:

Euclidean Capital LLC (“Euclidean Capital”)

James H. Simons (“Mr. Simons”)

Marilyn H. Simons (“Mrs. Simons”)

Ashvin B. Chhabra (“Mr. Chhabra”)

Greenland A LLC

Greenland FP LLC

Greenland NFP B Ltd.

Greenland NFP LLC

Symmetry Group Ltd.

Item 2(b). Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons (except Greenland NFP B Ltd. and Symmetry Group Ltd.) is:

160 Fifth Avenue, 9^th Floor

New York, NY 10010

The address of the principal business office of Greenland NFP B Ltd. and Symmetry Group Ltd. is:

Level 1, Palm Grove House, Wickham’s Cay 1

Road Town, Tortola VG1110

British Virgin Islands

Item 2(c). Citizenship:

Euclidean Capital is a Delaware limited liability company

Mr. Simons is a United States citizen

Mrs. Simons is a United States citizen

Mr. Chhabra is a United States citizen

Greenland A LLC is a Delaware limited liability company

Greenland FP LLC is a Delaware limited liability company

Greenland NFP B Ltd. is a share company incorporated in the British Virgin Islands

Greenland NFP LLC is a Delaware limited liability company

Symmetry Group Ltd. is a share company incorporated in the British Virgin Islands

Item 2(d). Title of Class of Securities:

Common Stock, par value $0.00001 (“Common Stock”)

Item 2(e). CUSIP Number:

69353Y 103

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:

Not applicable.

Item 4. Ownership.

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages are based on 44,932,029 outstanding shares of Common Stock as reported in the Issuer’s definitive proxy statement on Schedule 14A filed on April 23, 2021.

Euclidean is the manager of each of Greenland A LLC, Greenland FP LLC, Greenland NFP B Ltd., and Greenland NFP LLC. Mrs. Simons and Mr. Simons are owners and managers of Euclidean, and Ashvin Chhabra is President, CIO and Manager of Euclidean. Mrs. Simons and Mr. Simons are on the board of directors of the parent of Symmetry Group Ltd.

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.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: May 7, 2021

EUCLIDEAN CAPITAL LLC
By:	/s/ Joseph Cosmai
	Name: Joseph Cosmai
	Title: Manager
/s/ James H. Simons
JAMES H. SIMONS
/s/ Marilyn H. Simons
MARILYN H. SIMONS
/s/ Ashvin B. Chhabra
ASHVIN B.CHHABRA
GREENLAND A LLC
By:	/s/ Joseph Cosmai
	Name: Joseph Cosmai
	Title: Manager of Euclidean Capital LLC, its Manager
GREENLAND FP LLC
By:	/s/ Joseph Cosmai
	Name: Joseph Cosmai
	Title: Manager of Euclidean Capital LLC, its Manager
GREENLAND NFP B LTD.
By:	/s/ Joseph Cosmai
	Name: Joseph Cosmai
	Title: Manager of Euclidean Capital LLC, its Manager
GREENLAND NFP LLC
By:	/s/ Joseph Cosmai
	Name: Joseph Cosmai
	Title: Manager of Euclidean Capital LLC, its Manager

SYMMETRY GROUP LTD.
By:	/s/ Jane Malone
	Name: Jane Malone
	Title: Officer of H.T.M. Services Ltd., the Director of Applicant
SYMMETRY GROUP LTD.
By:	/s/ Iona Gordon
	Name: Iona Gordon
	Title: Officer of H.T.M. Services Ltd., the Director of Applicant

EXHIBIT 1

AGREEMENT

The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934.

Date:    May 7, 2021

EUCLIDEAN CAPITAL LLC
By:	/s/ Joseph Cosmai
	Name: Joseph Cosmai
	Title: Manager

/s/ James H. Simons

JAMES H. SIMONS

/s/ Marilyn H. Simons

MARILYN H. SIMONS

/s/ Ashvin B. Chhabra

ASHVIN B. CHHABRA

GREENLAND A LLC
By:	/s/ Joseph Cosmai
	Name: Joseph Cosmai
	Title: Manager of Euclidean Capital LLC, its Manager

GREENLAND FP LLC
By:	/s/ Joseph Cosmai
	Name: Joseph Cosmai
	Title: Manager of Euclidean Capital LLC, its Manager

GREENLAND NFP B LTD.
By:	/s/ Joseph Cosmai
	Name: Joseph Cosmai
	Title: Manager of Euclidean Capital LLC, its Manager

GREENLAND NFP LLC
By:	/s/ Joseph Cosmai
	Name: Joseph Cosmai
	Title: Manager of Euclidean Capital LLC, its Manager

SYMMETRY GROUP LTD.
By:	/s/ Jane Malone
	Name: Jane Malone
	Title: Officer of H.T.M. Services Ltd., the Director of Applicant

SYMMETRY GROUP LTD.
By:	/s/ Iona Gordon
	Name: Iona Gordon
	Title: Officer of H.T.M. Services Ltd., the Director of Applicant