SC 13D/A 1 a20-36160_1sc13da.htm SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

 

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT

TO RULE 13d-2(a)

 

(Amendment No. 1)*

 

IDEAYA Biosciences, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

45166A 102

(CUSIP Number)

 

Rebecca Lucia

5AM Venture Management, LLC

501 2nd Street, Suite 350

San Francisco, CA 94107

(415) 993-8565

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

November 11, 2020

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 


* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 


 

CUSIP No. 45166A 102

13D

Page 2 of 13

 

1.

Name of Reporting Persons

 

5AM Ventures IV, L.P.

2.

Check the Appropriate Box if a Member of a Group (see instructions)

 

 

(a)

o

 

(b)

x(1)

3.

SEC USE ONLY

4.

Source of Funds (see instructions)

 

WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

o

6.

Citizenship or Place of Organization


Delaware, United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

2,187,428 shares of common stock (2)

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

2,187,428 shares of common stock (2)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,187,428 shares of common stock (2)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

o

13.

Percent of Class Represented by Amount in Row 11

7.5% (3)

14.

Type of Reporting Person (see instructions)

 

PN

 


(1) This Schedule 13D is filed by 5AM Partners IV, LLC (“5AM Partners IV”), 5AM Ventures IV, L.P. (“5AM IV”),  5AM Co-Investors IV, L.P. (“5AM Co-Investors IV”), 5AM Opportunities I, L.P. (“5AM Opportunities”), 5AM Opportunities I (GP), LLC (“5AM Opportunities GP”), Dr. John D. Diekman (“Diekman”), Andrew J. Schwab (“Schwab”) and Dr. Scott M. Rocklage (“Rocklage” and, with 5AM Partners IV, 5AM IV, 5AM Co-Investors IV, 5AM Opportunities, 5AM Opportunities GP, Diekman and Schwab, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) These shares are held by 5AM IV.  Diekman, Schwab and Rocklage, as Managing Members of 5AM Partners IV, share voting and investment authority over the shares held by 5AM IV.

(3) This calculation is based on  29,069,719 shares of Common Stock, par value $0.0001 per share, outstanding as of November 6, 2020, as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2020 (the “10-Q”) filed on November 12, 2020 with the Securities and Exchange Commission (the “SEC”).

 


 

CUSIP No. 45166A 102

13D

Page 3 of 13

 

1.

Name of Reporting Persons

 

5AM Co-Investors IV, L.P.

2.

Check the Appropriate Box if a Member of a Group (see instructions)

 

 

(a)

o

 

(b)

x(1)

3.

SEC USE ONLY

4.

Source of Funds (see instructions)


WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

o

6.

Citizenship or Place of Organization

 

Delaware, United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

91,142 shares of common stock (2)

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

91,142 shares of common stock (2)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

91,142 shares of common stock (2)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

¨

13.

Percent of Class Represented by Amount in Row 11

 

0.3% (3)

14.

Type of Reporting Person (see instructions)

 

PN

 


(1) This Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) These shares are held by 5AM Co-Investors IV.  Diekman, Schwab and Rocklage, as Managing Members of 5AM Partners IV, share voting and investment authority over the shares held by 5AM Co-Investors IV.

(3) This calculation is based on  29,069,719 shares of Common Stock, par value $0.0001 per share, outstanding as of November 6, 2020, as reported in the 10-Q.

 


 

CUSIP No. 45166A 102

13D

Page 4 of 13

 

1.

Name of Reporting Persons

 

5AM Partners IV, LLC

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)

(b)

 

o

x(1)

3.

SEC USE ONLY

4.

Source of Funds (see instructions)

 

AF

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

o

6.

Citizenship or Place of Organization

 

Delaware, United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

2,278,570 shares of common stock (2)

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

2,278,570 shares of common stock (2)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,278,570 shares of common stock (2)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

o

13.

Percent of Class Represented by Amount in Row 11

 

7.8% (3)

14.

Type of Reporting Person (see instructions)

 

OO

 


(1) This Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) Includes (i) 2,187,428 shares held by 5AM IV; and (ii) 91,142 shares held by 5AM Co-Investors IV.  Diekman, Schwab and Rocklage, as Managing Members of 5AM Partners IV, share voting and investment authority over the shares held by 5AM IV and 5AM Co-Investors IV.

(3) This calculation is based on  29,069,719 shares of Common Stock, par value $0.0001 per share, outstanding as of November 6, 2020, as reported in the 10-Q.

 


 

CUSIP No. 45166A 102

13D

Page 5 of 13

 

1.

Name of Reporting Persons

 

5AM Opportunities I, L.P.

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)

(b)

 

o

x(1)

3.

SEC USE ONLY

4.

Source of Funds (see instructions)


WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

o

6.

Citizenship or Place of Organization

 

Delaware, United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

384,496 shares of common stock (2) 

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

384,496 shares of common stock (2)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

384,496 shares of common stock (2)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

o

13.

Percent of Class Represented by Amount in Row 11

 

1.3% (3)

14.

Type of Reporting Person (see instructions)

 

PN

 


(1) This Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) These shares are held by 5AM Opportunities.  Schwab and Dr. Kush Parmar, as Managing Members of 5AM Opportunities GP, share voting and investment authority over the shares held by 5AM Opportunities.

(3) This calculation is based on  29,069,719 shares of Common Stock, par value $0.0001 per share, outstanding as of November 6, 2020, as reported in the 10-Q.

 


 

CUSIP No. 45166A 102

13D

Page 6 of 13

 

1.

Name of Reporting Persons

 

5AM Opportunities I (GP), LLC

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)

(b)

 

o

x(1)

3.

SEC USE ONLY

4.

Source of Funds (see instructions)

 

AF

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

o

6.

Citizenship or Place of Organization

 

Delaware, United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

384,496 shares of common stock (2)

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

384,496 shares of common stock (2)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

384,496 shares of common stock (2)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

o

13.

Percent of Class Represented by Amount in Row 11

 

1.3% (3)

14.

Type of Reporting Person (see instructions)

 

OO

 

 


(1) This Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) Includes 384,496 shares held by 5AM Opportunities.  Schwab and Dr. Kush Parmar, as Managing Members of 5AM Opportunities GP, share voting and investment authority over the shares held by 5AM Opportunities.

(3) This calculation is based on  29,069,719 shares of Common Stock, par value $0.0001 per share, outstanding as of November 6, 2020, as reported in the 10-Q.

 


 

CUSIP No. 45166A 102

13D

Page 7 of 13

 

1.

Name of Reporting Persons

 

Dr. John D. Diekman

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)

(b)

 

o

x(1)

3.

SEC USE ONLY

4.

Source of Funds (see instructions)

 

AF

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

o

6.

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

2,278,570 shares of common stock (2)

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

2,278,570 shares of common stock (2)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,278,570 shares of common stock (2)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

o

13.

Percent of Class Represented by Amount in Row 11

 

7.8% (3)

14.

Type of Reporting Person (see instructions)

 

IN

 

 


(1) This Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) Includes (i) 2,187,428 shares held by 5AM IV; and (ii) 91,142 shares held by 5AM Co-Investors IV.  Diekman, Schwab and Rocklage, as Managing Members of 5AM Partners IV, share voting and investment authority over the shares held by 5AM IV and 5AM Co-Investors IV.

(3) This calculation is based on  29,069,719 shares of Common Stock, par value $0.0001 per share, outstanding as of November 6, 2020, as reported in the 10-Q.

 


 

CUSIP No. 45166A 102

13D

Page 8 of 13

 

1.

Name of Reporting Persons

 

Andrew J. Schwab

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)

(b)

 

o

x(1)

3.

SEC USE ONLY

4.

Source of Funds (see instructions)

 

AF

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

o

6.

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

2,663,066 shares of common stock (2)

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

2,663,066 shares of common stock (2)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,663,066 shares of common stock (2)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

 

 

o

13.

Percent of Class Represented by Amount in Row 11

 

9.2% (3)

14.

Type of Reporting Person (see instructions)

 

IN

 

 


(1) This Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) Includes (i) 2,187,428 shares held by 5AM IV; (ii) 91,142 shares held by 5AM Co-Investors IV; and (iii) 384,496 shares held by 5AM Opportunities.  Diekman, Schwab and Rocklage, as Managing Members of 5AM Partners IV, share voting and investment authority over the shares held by 5AM IV and 5AM Co-Investors IV.  Schwab and Dr. Kush Parmar, as Managing Members of 5AM Opportunities GP, share voting and investment authority over the shares held by 5AM Opportunities.

(3) This calculation is based on  29,069,719 shares of Common Stock, par value $0.0001 per share, outstanding as of November 6, 2020, as reported in the 10-Q.

 


 

CUSIP No. 45166A 102

13D

Page 9 of 13

 

1.

Name of Reporting Persons

 

Dr. Scott M. Rocklage

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)

(b)

 

o

x(1)

3.

SEC USE ONLY

4.

Source of Funds (see instructions)

 

AF

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

o

6.

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

2,278,570 shares of common stock (2)

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

2,278,570 shares of common stock (2)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,278,570 shares of common stock (2)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

o

13.

Percent of Class Represented by Amount in Row 11

 

7.8% (3)

14.

Type of Reporting Person (see instructions)

 

IN

 

 


(1) This Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) Includes (i) 2,187,428 shares held by 5AM IV; and (ii) 91,142 shares held by 5AM Co-Investors IV.  Diekman, Schwab and Rocklage, as Managing Members of 5AM Partners IV, share voting and investment authority over the shares held by 5AM IV and 5AM Co-Investors IV.

(3) This calculation is based on  29,069,719 shares of Common Stock, par value $0.0001 per share, outstanding as of November 6, 2020, as reported in the 10-Q.

 


 

CUSIP No. 45166A 102

13D

Page 10 of 13

 

Explanatory Note:    This Amendment No. 1 (the “Amendment”), which amends the Schedule13D filed with the Securities and Exchange Commission (the “SEC”) on June 10, 2019 (the “Original Schedule 13D”) is being filed on behalf of 5AM Partners IV, LLC (“5AM Partners IV”), 5AM Ventures IV, L.P. (“5AM IV”), 5AM Co-Investors IV, L.P. (“5AM Co-Investors IV”), 5AM Opportunities I, L.P. (“5AM Opportunities”), 5AM Opportunities I (GP), LLC (“5AM Opportunities GP”),  Dr. John D. Diekman (“Diekman”), Andrew J. Schwab (“Schwab”) and Dr. Scott M. Rocklage (“Rocklage” and, with 5AM Partners IV, 5AM IV, 5AM Co-Investors IV, 5AM Opportunities, 5AM Opportunities GP, Diekman and Schwab, collectively, the “Reporting Persons”) in respect of the Common Stock, $0.0001 par value per share (“Common Stock”), of IDEAYA Biosciences, Inc., a Delaware corporation (the “Issuer” or “IDEAYA”). This Amendment is being filed by the Reporting Persons to report open market sales of Common Stock on November 11, 2020.  Accordingly, the number of securities beneficially owned by the Reporting Persons has decreased as described in Items 4 and 5 below.

 

Items 4 and 5 of the Original Schedule 13D are hereby amended and supplemented to the extent hereinafter expressly set forth and, except as amended and supplemented hereby, the Original Schedule 13D remains in full force and effect.  All capitalized terms used in this Amendment but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D.

 

Item 4.         Purpose of Transaction

 

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 4:

 

On November 11, 2020, the Reporting Persons sold an aggregate of 800,000 shares of Common Stock, in open market transactions, as set forth below:

 

Reporting Person

 

Shares Sold

 

Low Price
Per Share

 

High Price
Per Share

 

Weighted
Average Price
Per ADS

 

5AM IV

 

657,117

 

$

13.50

 

$

13.75

 

$

13.66

 

Co-Investors IV

 

27,379

 

$

13.50

 

$

13.75

 

$

13.66

 

5AM Opportunities

 

115,504

 

$

13.50

 

$

13.75

 

$

13.66

 

 


 

CUSIP No. 45166A 102

13D

Page 11 of 13

 

Item 5.         Interest in Securities of the Issuer

 

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a) — (b). The following information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13D is provided as of November 13, 2020:

 

Reporting Persons

 

Shares Held
Directly

 

Sole Voting
Power

 

Shared
Voting
Power(1)

 

Sole
Dispositive
Power

 

Shared
Dispositive
Power (1)

 

Beneficial
Ownership

 

Percentage
of Class (3)

 

5AM IV

 

2,187,428

 

0

 

2,187,428

 

0

 

2,187,428

 

2,187,428

 

7.5

%

5AM Co-Investors IV

 

91,142

 

0

 

91,142

 

0

 

91,142

 

91,142

 

0.3

%

5AM Partners IV (1)

 

0

 

0

 

2,278,570

 

0

 

2,278,570

 

2,278,570

 

7.8

%

5AM Opportunities

 

384,496

 

0

 

384,496

 

0

 

384,496

 

384,496

 

1.3

%

5AM Opportunities GP (2)

 

0

 

0

 

384,496

 

0

 

384,496

 

384,496

 

1.3

%

Diekman (1)

 

0

 

0

 

2,278,570

 

0

 

2,278,570

 

2,278,570

 

7.8

%

Schwab (1) (2)

 

0

 

0

 

2,663,066

 

0

 

2,663,066

 

2,663,066

 

9.2

%

Rocklage (1) 

 

0

 

0

 

2,278,570

 

0

 

2,278,570

 

2,278,570

 

7.8

%

 


(1)         Includes 2,187,428 shares of Common Stock held by 5AM IV and 91,142 shares of Common Stock held by 5AM Co-Investors IV.  Diekman, Schwab and Rocklage, as managing members of 5AM Partners IV, share voting and investment authority over the shares held by 5AM IV and 5AM Co-Investors IV.

 

(2)         Includes 384,496 shares of Common Stock held by 5AM Opportunities.  Schwab and Parmar, as managing members of 5AM Opportunities GP, share voting and investment authority over the shares held by 5AM Opportunities.

 

(3)         This calculation is based on  29,069,719 shares of Common Stock, par value $0.0001 per share, outstanding as of November 6, 2020, as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2020 (the “10-Q”) filed on November 12, 2020 with the SEC.

 

(c)                    Except as set forth herein, none of the Reporting Persons has effected any transactions in shares of the Issuer’s Common Stock during the last 60 days.

 

(d)                   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.

 

(e)                    Not applicable.

 


 

CUSIP No. 45166A 102

13D

Page 12 of 13

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:  November 16, 2020

 

 

5AM Ventures IV, L.P.

 

 

 

 

By:

5AM Partners IV, LLC,

 

 

Its General Partner

 

 

 

 

By:

/s/ Andrew J. Schwab

 

 

Andrew J. Schwab

 

 

Managing Member

 

 

 

 

5AM Co-Investors IV, L.P.

 

 

 

 

By:

5AM Partners IV, LLC,

 

 

Its General Partner

 

 

 

 

By:

/s/ Andrew J. Schwab

 

 

Andrew J. Schwab

 

 

Managing Member

 

 

 

 

5AM Partners IV, LLC

 

 

 

 

By:

/s/ Andrew J. Schwab

 

 

Andrew J. Schwab

 

 

Managing Member

 

 

 

 

5AM Opportunities I, L.P.

 

 

 

 

By:

5AM Opportunities I (GP), LLC,

 

 

Its General Partner

 

 

 

 

By:

/s/ Dr. Kush M. Parmar

 

 

Dr. Kush M. Parmar

 

 

Managing Member

 

 

 

 

5AM Opportunities I (GP), LLC

 

 

 

 

By:

/s/ Dr. Kush M. Parmar

 

 

Dr. Kush M. Parmar

 

 

Managing Member

 

 

 

 

DR. JOHN D. DIEKMAN

 

 

 

 

By:

/s/ Dr. John D. Diekman

 

 

Dr. John D. Diekman

 


 

CUSIP No. 45166A 102

13D

Page 13 of 13

 

 

ANDREW J. SCHWAB

 

 

 

 

By:

/s/ Andrew J. Schwab

 

 

Andrew J. Schwab

 

 

 

 

DR. SCOTT M. ROCKLAGE

 

 

 

 

By:

/s/ Dr. Scott M. Rocklage

 

 

Dr. Scott M. Rocklage