| Item 1. | |
| (a) | Name of issuer:
MAZE THERAPEUTICS, INC. |
| (b) | Address of issuer's principal executive offices:
171 OYSTER POINT BOULEVARD, SUITE 300, SAN FRANCISCO, CA, 94080. |
| Item 2. | |
| (a) | Name of person filing:
GV 2019, L.P., a Delaware limited partnership (the "2019 Partnership")
GV 2019 GP, L.P., a Delaware limited partnership ("2019 GP")
GV 2019 GP, L.L.C., a Delaware limited liability company ("2019 LLC")
GV 2023, L.P., a Delaware limited partnership (the "2023 Partnership")
GV 2023 GP, L.P., a Delaware limited partnership ("2023 GP")
GV 2023 GP, L.L.C., a Delaware limited liability company ("2023 LLC")
Alphabet Holdings LLC, a Delaware limited liability company ("Alphabet Holdings")
XXVI Holdings Inc., a Delaware corporation ("XXVI"), and
Alphabet Inc., a Delaware corporation ("Parent" and, together with the 2019 Partnership, 2019 GP, 2019 LLC, the 2023 Partnership, 2023 GP, 2023 LLC, Alphabet Holdings, and XXVI, the "Reporting Persons"). |
| (b) | Address or principal business office or, if none, residence:
1600 Amphitheatre Parkway
Mountain View, CA 94043 |
| (c) | Citizenship:
Each of the Reporting Persons is formed, organized or incorporated, as applicable, in the State of Delaware. |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share |
| (e) | CUSIP No.:
578784100 |
| 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:
Reference to "beneficial ownership" of securities for purposes of this statement (this "Statement") shall be understood to refer to beneficial ownership as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
As of March 31, 2025, the Reporting Persons may be deemed to beneficially own an aggregate 2,412,471 shares of the Issuer's Common Stock.
As of March 31, 2025, the 2019 Partnership was the direct beneficial owner of 1,807,907 of the shares of the Issuer's Common Stock described in the preceding paragraph. 2019 GP is the general partner of the 2019 Partnership, and 2019 LLC is the general partner of 2019 GP. As such, 2019 GP and 2019 LLC may each be deemed to indirectly beneficially own the securities directly beneficially owned by the 2019 Partnership.
As of March 31, 2025, the 2023 Partnership was the direct beneficial owner of 604,564 of the shares of the Issuer's Common Stock described in the second paragraph of this Item 4(a). 2023 GP is the general partner of the 2023 Partnership, and 2023 LLC is the general partner of 2023 GP. As such, 2023 GP and 2023 LLC may each be deemed to indirectly beneficially own the securities directly beneficially owned by the 2023 Partnership.
Additionally, as of March 31, 2025: (i) Alphabet Holdings was the sole managing member of both 2019 LLC and 2023 LLC; (ii) XXVI was the sole managing member of Alphabet Holdings; and (iii) Parent was the controlling stockholder of XXVI. As such, for purposes of Section 13(d) of the Exchange Act, each of Alphabet Holdings, XXVI, and Parent may be deemed to indirectly beneficially own all of the Issuer's securities directly or indirectly beneficially owned by each of the other Reporting Persons, comprising an aggregate total of 2,412,471 shares of the Issuer's Common Stock.
Notwithstanding, the filing of this Statement shall not be construed as an admission that: (i) the 2019 Partnership, 2019 GP and 2019 LLC (collectively, the "2019 Affiliates"), on the one hand, or (ii) the 2023 Partnership, 2023 GP and 2023 LLC (collectively, the "2023 Affiliates"), on the other hand, is or has been, for purposes of Sections 13(d) or 13(g) of the Exchange Act, or for any other purpose, the direct or indirect beneficial owner of any of the Issuer's securities reported herein as beneficially owned by the other. The 2019 Affiliates and the 2023 Affiliates (each, an "Affiliate Group") expressly disclaim beneficial ownership of the securities beneficially owned by the other Affiliate Group. |
| (b) | Percent of class:
As of March 31, 2025, the Reporting Persons were deemed to directly or indirectly beneficially own an aggregate 5.5% of the Issuer's outstanding Common Stock. Of that percentage, beneficial ownership was attributable as follows: (i) 4.1%, directly to the 2019 Partnership and indirectly to each of 2019 GP and 2019 LLC; (ii) 1.4%, directly to the 2023 Partnership and indirectly to each of 2023 GP and 2023 LLC; and (ii) 5.5%, indirectly to each of Alphabet Holdings, XXVI, and Parent.
The aforementioned percentages were calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 43,796,057 shares of the Issuer's Common Stock outstanding as of March 25, 2025 as reported by the Issuer in its Annual Report for the period ended December 31, 2024, filed with the SEC on Form 10-K on March 31, 2025. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
2019 Partnership: 0
2019 GP: 0
2019 LLC: 0
2023 Partnership: 0
2023 GP: 0
2023 LLC: 0
Alphabet Holdings: 0
XXVI: 0
Parent: 0
|
| | (ii) Shared power to vote or to direct the vote:
2019 Partnership: 1,807,907
2019 GP: 1,807,907
2019 LLC: 1,807,907
2023 Partnership: 604,564
2023 GP: 604,564
2023 LLC: 604,564
Alphabet Holdings: 2,412,471
XXVI: 2,412,471
Parent: 2,412,471
|
| | (iii) Sole power to dispose or to direct the disposition of:
2019 Partnership: 0
2019 GP: 0
2019 LLC: 0
2023 Partnership: 0
2023 GP: 0
2023 LLC: 0
Alphabet Holdings: 0
XXVI: 0
Parent: 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
2019 Partnership: 1,807,907
2019 GP: 1,807,907
2019 LLC: 1,807,907
2023 Partnership: 604,564
2023 GP: 604,564
2023 LLC: 604,564
Alphabet Holdings: 2,412,471
XXVI: 2,412,471
Parent: 2,412,471
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Under certain circumstances described more specifically in the respective: (i) limited partnership agreements of the 2019 Partnership, the 2023 Partnership, 2019 GP, and 2023 GP and (ii) limited liability company agreements of 2019 LLC and 2023 LLC, the general and limited partners or members, as the case may be, of each of such Reporting Persons may be deemed to have the right to receive dividends from, or proceeds from the sale of, the Issuer's securities directly or indirectly owned by each Reporting Person of which it is a general partner, limited partner, or member. |
| 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(d)