| Item 1. | |
| (a) | Name of issuer:
SpyGlass Pharma, Inc. |
| (b) | Address of issuer's principal executive offices:
27081 ALISO CREEK ROAD, SUITE 125, ALISO VIEJO, CALIFORNIA, 92656. |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G is being filed jointly by: (i) Sands Capital Life Sciences Pulse Fund III (DE), L.P. ("Sands Pulse Fund III"), with respect to the shares of Common Stock held by it; (ii) Sands Capital Life Sciences Pulse Fund III-Holdings, L.P. ("Sands Pulse Holdings" and together with Sands Pulse Fund III the "Sands Funds"), with respect to the shares of Common Stock held by it; (iii) Sands Capital Alternatives, LLC ("Sands Capital Alternatives"), the investment manager of Sands Pulse Fund III, with respect to the shares of Common Stock held by Sands Pulse Fund III; and (iv) Frank M. Sands ("Sands"), with respect to the shares of Common Stock held by the Sands Funds. The Sands Funds, Sands Capital Alternatives, and Sands are together referred to herein as the "Reporting Persons".
Sands Pulse Holdings is a Delaware limited partnership that holds one or more portfolio investments on behalf of its limited partner, Sands Capital Life Sciences Pulse Fund III, L.P., a Cayman Islands exempted limited partnership.
Sands Capital Life Sciences Pulse Fund III-GP, L.P. ("Sands Pulse GP LP") is the general partner of the Sands Funds. Sands Capital Life Sciences Pulse Fund III-GP, LLC ("Sands Pulse GP LLC" and together with Sands Pulse GP LP, the "Sands General Partners") is the general partner of Sands Pulse GP LP.
Sands Capital Alternatives is the investment manager of Sands Pulse Fund III and thus may be deemed to beneficially own the shares of Common Stock held by Sands Pulse Fund III. Sands holds ultimate voting and investment power over securities held by the Sands Funds and thus may be deemed to beneficially own the shares of Common Stock held by the Sands Funds. Each Reporting Person and the Sands General Partners disclaim beneficial ownership of any securities beyond its pecuniary interest therein. |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons and the Sands General Partners is 1000 Wilson Blvd., Suite 3000, Arlington, VA 22209. |
| (c) | Citizenship:
The Sands Funds, the Sands General Partners, and Sands Capital Alternatives are organized under the laws of Delaware. Sands is a citizen of the United States. |
| (d) | Title of class of securities:
Common Stock, $0.00001 par value per share |
| (e) | CUSIP No.:
85220G109 |
| 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:
See rows 5 through 11 of the cover pages. |
| (b) | Percent of class:
See rows 5 through 11 of the cover pages. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See rows 5 through 11 of the cover pages.
|
| | (ii) Shared power to vote or to direct the vote:
See rows 5 through 11 of the cover pages.
|
| | (iii) Sole power to dispose or to direct the disposition of:
See rows 5 through 11 of the cover pages.
|
| | (iv) Shared power to dispose or to direct the disposition of:
See rows 5 through 11 of the cover pages.
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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)