Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
The information required on 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.
Seer, Inc. (the “Issuer”).
| Item 1(b) | Address of Issuer’s Principal Executive Offices |
3800 Bridge Parkway, Suite 102, Redwood City, California 94065
| Item 2(a)-(b) | Name of Person Filing; Address of Principal Business Office or, if none, Residence |
| 1. | aMoon Growth Fund Limited Partnership (“aMoon”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel. |
| 2. | aMoon Co-Investment SPV I, L.P. (“aMoon Co-Investment”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel. |
| 3. | aMoon Growth Fund G.P. Limited Partnership (“aMoon G.P.”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel. |
| 4. | aMoon General Partner Ltd. (“aMoon Ltd.”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel. |
| 5. | Dr. Yair C. Schindel (“Schindel”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel. |
The foregoing persons are hereinafter collectively referred to as the “Reporting Persons”.
aMoon is a Cayman Islands exempted limited partnership; aMoon Co-Investment is a Cayman Islands exempted limited partnership; aMoon G.P. is an Israeli limited partnership; aMoon Ltd. is an Israeli company; and Schindel is an Israeli citizen.
| Item 2(d) | Title of Class of Securities |
Class A Common Stock, par value $0.001 per share
81578P106
| Item 3 | If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
Not applicable.
aMoon Growth Fund Limited Partnership
| (a) | Amount beneficially owned: 4,947,513 shares of Class A Common Stock. |
All share percentage calculation are based on 60,911,051 shares of Class A Common Stock and Class B Common Stock outstanding, as reported by the Issuer to the SEC on January 29, 2021, in its Rule 424(b)(4) prospectus, dated January 27, 2021.
| (b) | Percent of Class: 8.1% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 4,947,513 shares of Class A Common Stock |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 4,947,513 shares of Class A Common Stock |
aMoon Co-Investment SPV I, L.P.
| (a) | Amount beneficially owned: 975,683 shares of Class A Common Stock. |
All share percentage calculation are based on 60,911,051 shares of Class A Common Stock and Class B Common Stock outstanding, as reported by the Issuer to the SEC on January 29, 2021, in its Rule 424(b)(4) prospectus, dated January 27, 2021.
| (b) | Percent of Class: 1.6% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 975,683 shares of Class A Common Stock |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 975,683 shares of Class A Common Stock |
aMoon Growth Fund G.P. Limited Partnership
| (a) | Amount beneficially owned: 5,923,196 shares of Class A Common Stock. aMoon G.P. is the sole general partner of aMoon and aMoon Co-Investment. By virtue of such relationship, aMoon G.P. may be deemed to have shared voting and investment power with respect to the shares of Class A Common Stock of the Issuer held by aMoon and aMoon Co-Investment. |
All share percentage calculation are based on 60,911,051 shares of Class A Common Stock and Class B Common Stock outstanding, as reported by the Issuer to the SEC on January 29, 2021, in its Rule 424(b)(4) prospectus, dated January 27, 2021.
| (b) | Percent of Class: 9.7% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 5,923,196 shares of Class A Common Stock |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 5,923,196 shares of Class A Common Stock |
aMoon General Partner Ltd.
| (a) | Amount beneficially owned: 5,923,196 shares of Class A Common Stock. aMoon Ltd. is the sole general partner of aMoon G.P. By virtue of such relationships, aMoon Ltd. may be deemed to have shared voting and investment power with respect to the shares of Class A Common Stock of the Issuer held by aMoon and aMoon Co-Investment. |
All share percentage calculation are based on 60,911,051 shares of Class A Common Stock and Class B Common Stock outstanding, as reported by the Issuer to the SEC on January 29, 2021, in its Rule 424(b)(4) prospectus, dated January 27, 2021.
| (b) | Percent of Class: 9.7% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 5,923,196 shares of Class A Common Stock |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 5,923,196 shares of Class A Common Stock |
Dr. Yair C. Schindel
| (a) | Amount beneficially owned: 5,923,196 shares of Class A Common Stock. Schindel is the sole shareholder of aMoon Ltd. By virtue of such relationships, Schindel may be deemed to have shared voting and investment power with respect to the shares of Class A Common Stock of the Issuer held by aMoon and aMoon Co-Investment. Schindel disclaims beneficial ownership of the shares of Class A Common Stock of the Issuer held by aMoon, aMoon Co-Investment, aMoon G.P. and aMoon Ltd., except to the extent of his pecuniary interest therein, if any. |
All share percentage calculation are based on 60,911,051 shares of Class A Common Stock and Class B Common Stock outstanding, as reported by the Issuer to the SEC on January 29, 2021, in its Rule 424(b)(4) prospectus, dated January 27, 2021.
| (b) | Percent of Class: 9.7% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 5,923,196 shares of Class A Common Stock |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 5,923,196 shares of Class A Common Stock |
| 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 |
Not applicable.
| 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 |
Incorporated by reference to Items 2 and 4 of this Schedule 13G.
| Item 9 | Notice of Dissolution of Group |
Not applicable.
Not applicable.
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.
The undersigned hereby agree that the Schedule 13G (the “Schedule 13G”), filed by the undersigned with respect to shares of Class A Common Stock, par value $0.001 per Share of Seer, Inc. is filed, and all amendments thereto will be filed, on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Joint Filing Agreement (this “Agreement”) shall be included as an Exhibit to the Schedule 13G. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement this 8th day of February 2021.
