| Item 1. | |
| (a) | Name of issuer:
Obsidian Therapeutics, Inc. |
| (b) | Address of issuer's principal executive offices:
1030 Massachusetts Avenue, Cambridge, MA, 02138. |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G is filed by (i) Atlas Venture Fund X, L.P., a Delaware limited partnership ("Atlas X"), (ii) Atlas Venture Associates X, L.P., a Delaware limited partnership ("AVA X LP"), (iii) Atlas Venture Associates X, LLC, a Delaware limited liability company ("AVA X LLC" and together with Atlas X and AVA X LP, the "Fund X Reporting Persons"), (iv) Atlas Venture Opportunity Fund I, L.P., a Delaware limited partnership ("AVOF I"), (v) Atlas Venture Associates Opportunity I, L.P., a Delaware limited partnership ("AVAO I LP"), (vi) Atlas Venture Associates Opportunity I, LLC, a Delaware limited liability company ("AVAO I LLC" and together with AVOF I and AVAO I LP, the "Opportunity Fund I Reporting Persons"), (vii) Atlas Venture Opportunity Fund II, L.P., a Delaware limited partnership ("AVOF II"), (viii) Atlas Venture Associates Opportunity II, L.P., a Delaware limited partnership ("AVAO II LP"), (ix) Atlas Venture Associates Opportunity II, LLC, a Delaware limited liability company ("AVAO II LLC" and together with AVOF II and AVAO II LP, the "Opportunity Fund II Reporting Persons"), (x) Atlas Venture Opportunity Fund III, L.P., a Delaware limited partnership ("AVOF III"), (xi) Atlas Venture Associates Opportunity III, L.P., a Delaware limited partnership ("AVAO III LP") and (xii) Atlas Venture Associates Opportunity III, LLC, a Delaware limited liability company ("AVAO III LLC" and together with AVOF III and AVAO III LP, the "Opportunity Fund III Reporting Persons" and together with the Fund X Reporting Persons, the Opportunity Fund I Reporting Persons, and the Opportunity Fund II Reporting Persons, the "Reporting Persons"). |
| (b) | Address or principal business office or, if none, residence:
300 Technology Square, 8th Floor
Cambridge, Massachusetts 02139 |
| (c) | Citizenship:
Each of Atlas X, AVA X LP, AVOF I, AVAO I LP, AVOF II, AVAO II LP, AVOF III and AVAO III LP is a Delaware limited partnership. Each of AVA X LLC, AVAO I LLC, AVAO II LLC and AVAO III LLC is a Delaware limited liability company. |
| (d) | Title of class of securities:
Common stock, par value $0.001 per share |
| (e) | CUSIP No.:
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| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Atlas X is the record owner of 2,642,587 shares of Common Stock. AVA X LP is the general partner of Atlas X and AVA X LLC is the general partner of AVA X LP. Each of Atlas X, AVA X LP and AVA X LLC may be deemed to beneficially own the shares held by Atlas X.
AVOF I is the record owner of 1,069,278 shares of Common Stock. AVAO I LP is the general partner of AVOF I and AVAO I LLC is the general partner of AVAO I LP. Each of AVOF I, AVAO I LP and AVAO I LLC may be deemed to beneficially own the shares held by AVOF I.
AVOF II is the record owner of 582,960 shares of Common Stock. AVAO II LP is the general partner of AVOF II and AVAO II LLC is the general partner of AVAO II LP. Each of AVOF II, AVAO II LP and AVAO II LLC may be deemed to beneficially own the shares held by AVOF II.
AVOF III is the record owner of 208,324 shares of Common Stock. AVAO III LP is the general partner of AVOF III and AVAO III LLC is the general partner of AVAO III LP. Each of AVOF III, AVAO III LP and AVAO III LLC may be deemed to beneficially own the shares held by AVOF III. |
| (b) | Percent of class:
Each of the Fund X Reporting Persons may be deemed to beneficially own 4.3% of the Issuer's outstanding Common Stock.
Each of the Opportunity Fund I Reporting Persons may be deemed to beneficially own 1.7% of the Issuer's outstanding Common Stock.
Each of the Opportunity Fund II Reporting Persons may be deemed to beneficially own 0.9% of the Issuer's outstanding Common Stock.
Each of the Opportunity Fund III Reporting Persons may be deemed to beneficially own 0.3% of the Issuer's outstanding Common Stock.
Collectively, the Reporting Persons beneficially own an aggregate of 4,503,149 shares of Common Stock, which represents 7.3% of the Issuer's outstanding Common Stock. The Fund X Reporting Persons, Opportunity Fund I Reporting Persons, Opportunity Fund II Reporting Persons and Opportunity Fund III Reporting Persons are under common control and as a result, the Reporting Persons may be deemed to be members of a group. However, the Reporting Persons disclaim such group membership, and this Schedule 13G shall not be deemed an admission that the Reporting Persons are members of a group for purposes of Section 13 or for any other purposes. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
None of the Reporting Persons have the sole power to direct the vote of the Common Stock.
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| | (ii) Shared power to vote or to direct the vote:
Each Fund X Reporting Person shares power to vote or direct the vote of 2,642,587 shares of Common Stock.
Each Opportunity Fund I Reporting Person shares power to vote or direct the vote of 1,069,278 shares of Common Stock.
Each Opportunity Fund II Reporting Person shares power to vote or direct the vote of 582,960 shares of Common Stock.
Each Opportunity Fund III Reporting Person shares power to vote or direct the vote of 208,324 shares of Common Stock.
|
| | (iii) Sole power to dispose or to direct the disposition of:
None of the Reporting Persons have the sole power to dispose or to direct the disposition of the Common Stock.
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| | (iv) Shared power to dispose or to direct the disposition of:
Each Fund X Reporting Person shares power to dispose or to direct the disposition of 2,642,587 shares of Common Stock.
Each Opportunity Fund I Reporting Person shares power to dispose or to direct the disposition of 1,069,278 shares of Common Stock.
Each Opportunity Fund II Reporting Person shares power to dispose or to direct the disposition of 582,960 shares of Common Stock.
Each Opportunity Fund III Reporting Person shares power to dispose or to direct the disposition of 208,324 shares of Common Stock.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)