| Item 1. | |
| (a) | Name of issuer:
Invivyd, Inc. |
| (b) | Address of issuer's principal executive offices:
1601 Trapelo Rd., Suite 178, Waltham, MA, 02451 |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G (the "Schedule 13G") is being filed on behalf of each of the following persons (each, a "Reporting Person"):
(i) Maverick Capital, Ltd. ("Maverick");
(ii) Maverick Capital Management, LLC ("Maverick Capital Management"); and
(iii) Lee S. Ainslie III ("Mr. Ainslie").
This Schedule 13G relates to Shares (as defined herein) held for the accounts of Maverick's clients. |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of (i) Maverick and Maverick Capital Management is 1900 N. Pearl Street, 20th Floor, Dallas, Texas 75201, and (ii) Mr. Ainslie is 360 South Rosemary Ave., Suite 1440, West Palm Beach, Florida 33401. |
| (c) | Citizenship:
(i) Maverick is a Texas limited partnership;
(ii) Maverick Capital Management is a Texas limited liability company; and
(iii) Mr. Ainslie is a United States citizen. |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value per share |
| (e) | CUSIP No.:
00534A102 |
| 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);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (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);
|
| (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:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Ownership as of June 30, 2025 is incorporated by reference to items (5) - (9) and (11) of the cover page of each of the Reporting Persons. The ownership percentages are based on 119,961,445 outstanding shares of Common Stock, $0.0001 par value per share (the "Shares") of Invivyd, Inc. (the "Issuer") as of May 1, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2025.
Maverick is the investment advisor of (i) Maverick Fund USA, Ltd, a Texas limited partnership, which holds 2,253,369 shares of Common Stock, (ii) Maverick Fund II, Ltd., a Cayman exempt corporation, which holds 2,210,410 shares of Common Stock, (iii) Maverick Long Enhanced Fund, Ltd, a Cayman exempt corporation, which holds 2,419,202 shares of Common Stock, (iv) Maverick HP, L.P., a Delaware limited partnership, which holds 2,139,246 shares of Common Stock, and (v) Maverick Long Fund, Ltd., a Cayman exempt corporation, which holds 1,206,891 shares of Common Stock.
Maverick Capital, Ltd. is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and, as such, may be deemed to have beneficial ownership of the Shares which are the subject of this filing through the investment discretion it exercises over its clients' accounts. Maverick Capital Management, LLC is the General Partner of Maverick Capital, Ltd. Mr. Ainslie is the manager of Maverick Capital Management, LLC. |
| (b) | Percent of class:
(i) Maverick: 8.5%
(ii) Maverick Capital Management: 8.5%
(iii) Mr. Ainslie: 8.5% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
(i) Maverick: 0
(ii) Maverick Capital Management: 0
(iii) Mr. Ainslie: 0
|
| | (ii) Shared power to vote or to direct the vote:
(i) Maverick: 10,229,118
(ii) Maverick Capital Management: 10,229,118
(iii) Mr. Ainslie: 10,229,118
|
| | (iii) Sole power to dispose or to direct the disposition of:
(i) Maverick: 0
(ii) Maverick Capital Management: 0
(iii) Mr. Ainslie: 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
(i) Maverick: 10,229,118
(ii) Maverick Capital Management: 10,229,118
(iii) Mr. Ainslie: 10,229,118
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(c)