Please wait

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

X0202 SCHEDULE 13D/A 0001072613-21-000469 0001768564 XXXXXXXX LIVE 3 Common Stock, par value $0.0001 per share 03/17/2026 false 0001826457 61225M102 Monte Rosa Therapeutics, Inc. 321 Harrison Avenue Suite 900 Boston MA 02118 Stephanie Brecher (410)842-4000 New Enterprise Associates 1954 Greenspring Drive, Suite 600 Timonium MD 21093 0001768564 N New Enterprise Associates 17, L.P. WC N DE 0.00 7692298.00 0.00 7692298.00 7692298.00 N 9.6 PN 0001796820 N NEA Partners 17, L.P. AF N DE 0.00 7692298.00 0.00 7692298.00 7692298.00 N 9.6 PN 0001796821 N NEA 17 GP, LLC AF N DE 0.00 7692298.00 0.00 7692298.00 7692298.00 N 9.6 OO 0001277631 N Forest Baskett AF N X1 0.00 7692298.00 0.00 7692298.00 7692298.00 N 9.6 IN 0001613867 N Ali Behbahani AF N X1 104732.00 7692298.00 104732.00 7692298.00 7797030.00 N 9.7 IN 0001746342 N Carmen Chang AF N X1 0.00 7692298.00 0.00 7692298.00 7692298.00 N 9.6 IN 0001559827 N Anthony A. Florence, Jr. AF N X1 0.00 7692298.00 0.00 7692298.00 7692298.00 N 9.6 IN 0001630226 N Mohamad H. Makhzoumi AF N X1 0.00 7692298.00 0.00 7692298.00 7692298.00 N 9.6 IN 0001328625 N Edward T. Mathers AF N X1 0.00 7692298.00 0.00 7692298.00 7692298.00 N 9.6 IN 0001237289 N Scott D. Sandell AF N X1 0.00 7692298.00 0.00 7692298.00 7692298.00 N 9.6 IN 0001553150 N Paul Walker AF N X1 0.00 7692298.00 0.00 7692298.00 7692298.00 N 9.6 IN 0001851328 N Rick Yang AF N X1 0.00 7692298.00 0.00 7692298.00 7692298.00 N 9.6 IN Common Stock, par value $0.0001 per share Monte Rosa Therapeutics, Inc. 321 Harrison Avenue Suite 900 Boston MA 02118 This Amendment No. 3 ("Amendment No. 3") to Schedule 13D amends and supplements the Schedule 13D originally filed on July 12, 2021 (the "Schedule 13D"), Amendment No. 1 thereto filed on May 13, 2024 ("Amendment No. 1") and Amendment No. 2 thereto filed on August 12, 2024 ("Amendment No. 2") relating to the Common Stock of the Issuer. Certain terms used but not defined in this Amendment No. 3 have the meanings assigned thereto in the Schedule 13D (and Amendment No. 1 and Amendment No. 2 thereto). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Schedule 13D (and Amendment No. 1 and Amendment No. 2 thereto). This Amendment No. 3 is being filed to report that the beneficial ownership of Common Stock by the Reporting Persons (as defined below) has decreased by more than 1% as a result of an increase in the number of Common Stock outstanding. New Enterprise Associates 17, L.P. ("NEA 17"); NEA Partners 17, L.P. ("NEA Partners 17"), which is the sole general partner of NEA 17; and NEA 17 GP, LLC ("NEA 17 LLC" and, together with NEA Partners 17, the "Control Entities"), which is the sole general partner of NEA Partners 17; and Forest Baskett ("Baskett"), Ali Behbahani ("Behbahani"), Carmen Chang ("Chang"), Anthony A. Florence, Jr. ("Florence"), Mohamad H. Makhzoumi ("Makhzoumi"), Edward T. Mathers ("Mathers"), Scott D. Sandell ("Sandell"), Paul Walker ("Walker"), and Rick Yang ("Yang") (together, the "Managers"). The Managers are the managers of NEA 17 LLC. The persons named in this Item 2 are referred to individually herein as "Reporting Person" and collectively as the "Reporting Persons." The address of the principal business office of NEA 17, each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett, Behbahani, Chang, Makhzoumi, Walker and Yang is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, CA 94025. The address of the principal business office of Florence and Mathers is New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, NY 10011. The principal business of NEA 17 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 17 is to act as the sole general partner of NEA 17. The principal business of NEA 17 LLC is to act as the sole general partner of NEA Partners 17. The principal business of each of the Managers is to manage the Control Entities, NEA 17 and a number of affiliated partnerships with similar businesses. During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. NEA 17 LLC is a limited liability company organized under the laws of the State of Delaware. NEA 17 and NEA Partners 17 are limited partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen. Not applicable. NEA 17 acquired the NEA 17 Shares for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, NEA 17 and the other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. NEA 17 is the record owner of the NEA 17 Shares. As the general partner of NEA 17, NEA Partners 17 may be deemed to own beneficially the NEA 17 Shares. As the sole general partner of NEA Partners 17, NEA 17 LLC may be deemed to beneficially own the NEA 17 Shares. As members of NEA 17 LLC each of the Managers may be deemed to own beneficially the NEA 17 Shares. Each Reporting Person disclaims beneficial ownership of the NEA 17 Shares other than those shares which such person owns of record. As of March 19, 2026, Behbahani is the record owner of options to purchase 104,732 shares of Common Stock exercisable within 60 days (the "Behbahani Option Shares"). The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet. Such percentage was calculated based on the 80,015,667 shares of Common Stock reported by the Issuer to be outstanding as of March 2, 2026, as reported on the Issuer's Form 10-K filed with the Securities and Exchange Commission on March 17, 2026. The percentage set forth on the cover sheet for Behbahani is calculated based on the shares described in the preceding sentence plus the Behbahani Option Shares. Regarding the number of shares as to which such person has: (i) sole power to vote or to direct the vote: See line 7 of cover sheets (ii) shared power to vote or to direct the vote: See line 8 of cover sheets (iii) sole power to dispose or to direct the disposition: See line 9 of cover sheets (iv) shared power to dispose or to direct the disposition: See line 10 of cover sheets. None of the Reporting Persons has effected any transaction in the last 60 days. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Common Stock beneficially owned by any of the Reporting Persons. Not applicable. Not applicable. Exhibit 1 - Agreement regarding filing of joint Schedule 13D. Exhibit 2 - Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended. New Enterprise Associates 17, L.P. /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Anthony A. Florence Jr., Managing Partner and Co-Chief Executive Officer 03/19/2026 /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer 03/19/2026 NEA Partners 17, L.P. /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Anthony A. Florence Jr., Managing Partner and Co-Chief Executive Officer 03/19/2026 /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer 03/19/2026 NEA 17 GP, LLC /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Anthony A. Florence Jr., Managing Partner and Co-Chief Executive Officer 03/19/2026 /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer 03/19/2026 Forest Baskett /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Forest Baskett 03/19/2026 Ali Behbahani /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Ali Behbahani 03/19/2026 Carmen Chang /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Carmen Chang 03/19/2026 Anthony A. Florence, Jr. /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Anthony A. Florence, Jr. 03/19/2026 Mohamad H. Makhzoumi /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi 03/19/2026 Edward T. Mathers /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Edward T. Mathers 03/19/2026 Scott D. Sandell /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Scott D. Sandell 03/19/2026 Paul Walker /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Paul Walker 03/19/2026 Rick Yang /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Rick Yang 03/19/2026 This Amendment No. 3 to Schedule 13D was executed by Zachary Bambach on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.