5AM Ventures VII Form 4 Skye Bioscience / SCOTT M ROCKLAGE ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

5AM Partners VII, LLC

(Last) (First) (Middle)

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Skye Bioscience, Inc. [ SKYE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/11/2024		S		214,556	D	$6.6	8,178,964	I	By 5AM Ventures VII, L.P.(1)
Common Stock	09/11/2024		S		36,504	D	$6.6	1,681,685	I	By 5AM Ventures II, L.P.(2)
Common Stock	09/11/2024		S		1,440	D	$6.6	66,356	I	By 5AM Co-Investors II, L.P.(3)
Common Stock	09/13/2024		S		11,758	D	$6.06(4)	8,167,206	I	By 5AM Ventures VII, L.P.(1)
Common Stock	09/13/2024		S		2,000	D	$6.06(4)	1,679,685	I	By 5AM Ventures II, L.P.(2)
Common Stock	09/13/2024		S		79	D	$6.06(4)	66,277	I	By 5AM Co-Investors II, L.P.(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

5AM Partners VII, LLC

(Last) (First) (Middle)

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

5AM Ventures VII, L.P.

(Last) (First) (Middle)

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

5AM Partners II, LLC

(Last) (First) (Middle)

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

5AM Ventures II LP

(Last) (First) (Middle)

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

5AM CO-INVESTORS II LP

(Last) (First) (Middle)

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DIEKMAN JOHN D

(Last) (First) (Middle)

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PARMAR KUSH

(Last) (First) (Middle)

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ROCKLAGE SCOTT M

(Last) (First) (Middle)

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Explanation of Responses:

1. The securities are directly held by 5AM Ventures VII, L.P. ("Ventures VII"). 5AM Partners VII, LLC ("Partners VII") is the sole general partner of Ventures VII. Dr. Kush Parmar and Andrew J. Schwab are the managing members of Partners VII and may be deemed to have shared voting and investment power over the securities beneficially owned by Ventures VII. Each of Partners VII and Dr. Parmar disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein. Mr. Schwab is a director of the Issuer and files separate Section 16 reports.

2. The securities are directly held by 5AM Ventures II, L.P. ("Ventures II"). 5AM Partners II, LLC ("Partners II") is the sole general partner of Ventures II. Dr. John Diekman, Andrew J. Schwab and Dr. Scott M. Rocklage are the managing members of Partners II and may be deemed to have shared voting and investment power over the securities beneficially owned by Ventures II. Each of Partners II, Dr. Diekman and Dr. Rocklage disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein. Mr. Schwab is a director of the Issuer and files separate Section 16 reports.

3. The securities are directly held by 5AM Co-Investors II, L.P. ("Co-Investors II"). Partners II is the sole general partner of Co-Investors II. Dr. John Diekman, Andrew J. Schwab and Dr. Scott M. Rocklage are the managing members of Partners II and may be deemed to have shared voting and investment power over the securities beneficially owned by Co-Investors II. Each of Partners II, Dr. Diekman and Dr. Rocklage disclaims beneficial ownership of such shares except to the extent of its or his respective pecuniary interest therein. Mr. Schwab is a director of the Issuer and files separate Section 16 reports.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.05 to $6.11 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

	5AM Partners VII, LLC, By /s/ Andrew J. Schwab, Managing Member	09/13/2024
	5AM Ventures VII, L.P., By: 5AM Partners VII, LLC, its General Partner, By /s/ Andrew J. Schwab, Managing Member	09/13/2024
	5AM Partners II, LLC, By /s/ Andrew J. Schwab, Managing Member	09/13/2024
	5AM Ventures II, L.P., By: 5AM Partners II, LLC, its General Partner, By /s/ Andrew J. Schwab, Managing Member	09/13/2024
	5AM Co-Investors II, L.P., By: 5AM Partners II, LLC, its General Partner, By /s/ Andrew J. Schwab, Managing Member	09/13/2024
	/s/ John Diekman	09/13/2024
	/s/ Kush Parmar	09/13/2024
	/s/ Scott M. Rocklage	09/13/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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