Frank M. Sands Form 4 Acumen Pharmaceuticals / FRANK M. SANDS 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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^*

Sands Capital Ventures Discovery Fund III, L.P.

(Last) (First) (Middle)

1000 WILSON BLVD., SUITE 3000

(Street)

ARLINGTON VA 22209

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Acumen Pharmaceuticals, Inc. [ ABOS ]

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)
07/06/2021

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	07/06/2021		C		1,124,729	A	(1)	1,124,729	D(3)(5)
Common Stock	07/06/2021		C		1,842,346	A	(1)	2,967,075	D(4)(5)
Common Stock	07/06/2021		P(2)		450,000	A	$14.88	3,417,075	D(4)(5)

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
Series A-1 Preferred Stock	(1)	07/06/2021		C			1,124,729	(1)	(1)	Common Stock	1,124,729	(1)	0	D(3)(5)
Series B Preferred Stock	(1)	07/06/2021		C			1,842,346	(1)	(1)	Common Stock	1,842,346	(1)	0	D(4)(5)

1. Name and Address of Reporting Person^*

Sands Capital Ventures Discovery Fund III, L.P.

(Last) (First) (Middle)

1000 WILSON BLVD., SUITE 3000

(Street)

ARLINGTON VA 22209

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sands Capital Global Venture Fund II, L.P.

(Last) (First) (Middle)

1000 WILSON BLVD, SUITE 3000

(Street)

ARLINGTON VA 22209

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sands Capital Life Sciences Pulse Fund, LLC

(Last) (First) (Middle)

1000 WILSON BLVD, SUITE 3000

(Street)

ARLINGTON VA 22209

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SANDS FRANK M.

(Last) (First) (Middle)

1000 WILSON BLVD, SUITE 3000

(Street)

ARLINGTON VA 22209

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Series A-1 Preferred Stock and each share of Series B Preferred Stock automatically converted into one share of Common Stock of the Issuer upon the closing of the Issuer's initial public offering.

2. Represents 225,000 shares of Common Stock acquired by Sands Capital Global Venture Fund II, L.P. ("Sands Venture Fund") and 225,000 shares of Common Stock acquired by ands Capital Life Sciences Pulse Fund ("Sands Pulse Fund") in connection with the closing of the Issuer's initial public offering.

3. Consists of 1,124,719 shares of Common Stock held by Sands Capital Ventures Discovery Fund III, L.P. ("Sands Discovery Fund "). Sands Capital Ventures Discovery Fund III-GP, LLC ("Sands Discovery GP") is the general partner of Sands Discovery Fund. Sands Discovery GP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

4. Consists of 921,173 shares of Common Stock held by Sands Venture Fund and 921,173 shares of Common Stock held by Sands Pulse Fund. Sands Capital Global Venture Fund II-GP, L.P. ("Sands Venture GP L.P.") is the general partner of Sands Venture Fund and Sands Capital Global Venture Discovery Fund II-GP, LLC ("Sands Venture GP LLC") is the general partner of Sands Venture GP L.P. Sands Venture GP L.P. and Sands Venture GP LLC each disclaims beneficial ownership of such securities except to the extent of its respective pecuniary interest therein.

5. Frank M. Sands holds ultimate voting and investment power over securities held by Sands Discovery Fund, Sands Venture Fund and Sands Pulse Fund. Mr. Sands disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Jonathan Goodman, General Counsel of Sands Capital Ventures Discovery Fund III-GP, LLC, the General Partner of Sands Capital Ventures Discovery Fund III, L.P.	07/08/2021
	/s/ Jonathan Goodman, General Counsel of Sands Capital Global Venture Discovery Fund II-GP, LLC, the General Partner of Sands Capital Global Venture Fund II-GP, L.P., the General Partner of Sands Capital Venture Fund II, L.P.	07/08/2021
	/s/ Jonathan Goodman, General Counsel of Sands Capital Life Sciences Pulse Fund, LLC	07/08/2021
	/s/ Frank M. Sands	07/08/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.