Item 1. | |
(a) | Name of issuer:
Disc Medicine, Inc. |
(b) | Address of issuer's principal executive
offices:
321 Arsenal Street, Suite 101, Watertown, Massachusetts 02472 |
Item 2. | |
(a) | Name of person filing:
This Schedule 13G is being filed by Bain Capital Life Sciences Opportunities III, LP, a Delaware limited partnership (the "Reporting Person").
Bain Capital Life Sciences Investors, LLC, a Delaware limited liability company ("BCLSI"), is the manager of Bain Capital Life Sciences III General Partner, LLC, a Delaware limited liability company ("BCLS Fund III GP"), which is the general partner of Bain Capital Life Sciences Fund III, L.P., a Delaware limited partnership ("BCLS Fund III"), which is the sole member of Bain Capital Life Sciences Opportunities III GP, LLC, a Delaware limited liability company (together with the Reporting Person, BCLSI, BCLS Fund III GP and BCLS Fund III, the "Bain Capital Life Sciences Entities"), which is the general partner of the Reporting Person. As a result, BCLSI may be deemed to share voting and dispositive power with respect to the securities held by the Reporting Person. |
(b) | Address or principal business office or, if
none, residence:
The principal business address for each of the Bain Capital Life Sciences Entities is 200 Clarendon Street, Boston, Massachusetts 02116. |
(c) | Citizenship:
Each of the Bain Capital Life Sciences Entities is organized under the laws of the State of Delaware. |
(d) | Title of class of securities:
Common Stock, $0.0001 par value per share |
(e) | CUSIP No.:
254604101 |
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:
As of December 31, 2024, the Reporting Person held 983,500 shares of Common Stock, representing approximately 3.3% of the outstanding shares of Common Stock.The percentage of the outstanding shares of Common Stock held by the Reporting Person is based on 29,757,732 shares of Common Stock outstanding as of November 7, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024. |
(b) | Percent of class:
See Item 4(a) hereof. % |
(c) | Number of shares as to which the person has:
|
| (i) Sole power to vote or to direct the vote:
0
|
| (ii) Shared power to vote or to direct the
vote:
983,500
|
| (iii) Sole power to dispose or to direct the
disposition of:
0
|
| (iv) Shared power to dispose or to direct the
disposition of:
983,500
|
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
|