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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001387131-22-012457 0001812049 XXXXXXXX LIVE 4 Common Stock 04/28/2025 false 0001798749 008064206 JADE BIOSCIENCES, INC. 930 WINTER STREET SUITE M-500 WALTHAM MA 02451 Atlas Venture (857) 201-2700 Attention: Ommer Chohan, Chief Financial 300 Technology Square, 8th Floor Cambridge MA 02139 0001812049 N Atlas Venture Fund XII, L.P. b WC N DE 0.00 50992.00 0.00 50992.00 50992.00 N 0.2 PN 0001845875 N Atlas Venture Associates XII, L.P. b AF N DE 0.00 51406.00 0.00 51406.00 51406.00 N 0.2 PN 0001845871 N Atlas Venture Associates XII, LLC b AF N DE 0.00 51406.00 0.00 51406.00 51406.00 N 0.2 OO Common Stock JADE BIOSCIENCES, INC. 930 WINTER STREET SUITE M-500 WALTHAM MA 02451 On October 30, 2024, Aerovate, entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among Aerovate, Caribbean Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Aerovate ("Merger Sub I"), Caribbean Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Aerovate ("Merger Sub II" and together with Merger Sub I, "Merger Subs"), and Jade Biosciences, Inc., a Delaware corporation ("Jade"), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, among other things, Merger Sub I would merge with and into Jade, with Jade surviving the merger as the surviving corporation (the "First Merger"), and as part of the same overall transaction, Jade would merge with and into Merger Sub II, with Merger Sub II continuing as a wholly owned subsidiary of Aerovate and the surviving corporation of the merger (the "Second Merger" and together with the First Merger, the "Merger"). On April 16, 2025, Aerovate held a special meeting in lieu of the annual meeting of Aerovate stockholders at which Aerovate's stockholders approved the Merger, along with a reverse stock split of Aerovate's common stock to be effected at the discretion of the Aerovate Board of Directors (the "Board") within the parameters approved by Aerovate's stockholders. On April 28, 2025, the reverse stock split was effected at a ratio of 1-for-35. Immediately thereafter, on April 28, 2025, the Merger closed. The Reporting Persons are filing this Amendment to Statement on Schedule 13D to report the dilution of their beneficial ownership by virtue of the completion of the Merger. As of the date hereof, Atlas XII is the record owner of 50,992 shares of Common Stock. AVA XII LP is the general partner of Atlas XII and AVA XII LLC is the general partner of AVA XII LP. Each of Atlas XII, AVA XII LP and AVA XII LLC has shared voting and dispositive power over the shares held by Atlas XII. As such, each of Atlas XII, AVA XII LP and AVA XII LLC may be deemed to beneficially own the shares held by Atlas XII. As of the date hereof, AVA XII LP is the record owner of 414 shares of Common Stock. AVA XII LLC is the general partner of AVA XII LP. Each of AVA XII LP and AVA XII LLC has shared voting and dispositive power over the shares held by AVA XII LP. As such, each of AVA XII LP and AVA XII LLC may be deemed to beneficially own the shares held by AVA XII LP. Collectively, the Reporting Persons may be deemed to beneficially own 0.2% of the Issuer's outstanding Common Stock, which percentage is calculated based upon 32,235,927 outstanding shares of Common Stock of the Issuer, as reported to the Reporting Persons by the Issuer. The Reporting Persons disclaim group membership, and this Schedule 13D 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. As of the date hereof, Atlas XII has shared voting power and shared dispositive power over 50,992 shares of Common Stock. As of the date hereof, AVA XII LP sole has shared voting power and shared dispositive power over 51,406 shares of Common Stock. As of the date hereof, AVA XII LLC sole has shared voting power and shared dispositive power over 51,406 shares of Common Stock. Except as described herein, none of the Reporting Persons have purchased or sold any shares of Common Stock during the past 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, the shares of Common Stock beneficially owned by any of the Reporting Persons. The Reporting Persons ceased to be beneficial owner of more than five percent on April 28, 2025 following the closing of the Merger. Atlas Venture Fund XII, L.P. /s/ Ommer Chohan By: Atlas Venture Associates XII, L.P., its general partner, By: Atlas Venture Associates XII, LLC, its general partner, By: Ommer Chohan, its CFO 04/30/2025 Atlas Venture Associates XII, L.P. /s/ Ommer Chohan By: Atlas Venture Associates XII, LLC, its general partner, By: Ommer Chohan, its CFO 04/30/2025 Atlas Venture Associates XII, LLC /s/ Ommer Chohan Ommer Chohan, CFO 04/30/2025