SC 13G

Names of Reporting Persons.

Temasek Holdings (Private) Limited

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Republic of Singapore

0001193125-20-293151.txt : 20201113 0001193125-20-293151.hdr.sgml : 20201113 20201113165451 ACCESSION NUMBER: 0001193125-20-293151 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20201113 DATE AS OF CHANGE: 20201113 GROUP MEMBERS: ELBRUS INVESTMENTS PTE. LTD. GROUP MEMBERS: FULLERTON MANAGEMENT PTE. LTD. GROUP MEMBERS: TEMASEK LIFE SCIENCES PRIVATE LTD GROUP MEMBERS: V-SCIENCES INVESTMENTS PTE LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SQZ Biotechnologies Co CENTRAL INDEX KEY: 0001604477 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 462431115 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91838 FILM NUMBER: 201312303 BUSINESS ADDRESS: STREET 1: 200 ARSENAL YARDS BLVD., STE. 210 CITY: WATERTOWN STATE: MA ZIP: 02472 BUSINESS PHONE: 617-898-8824 MAIL ADDRESS: STREET 1: 200 ARSENAL YARDS BLVD., STE. 210 CITY: WATERTOWN STATE: MA ZIP: 02472 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Temasek Holdings (Private) Ltd CENTRAL INDEX KEY: 0001021944 IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 60B ORCHARD ROAD #06-18 TOWER 2 STREET 2: THE ATRIUM@ORCHARD CITY: SINGAPORE STATE: U0 ZIP: 238891 BUSINESS PHONE: 65 6828 6828 MAIL ADDRESS: STREET 1: 60B ORCHARD ROAD #06-18 TOWER 2 STREET 2: THE ATRIUM@ORCHARD CITY: SINGAPORE STATE: U0 ZIP: 238891 FORMER COMPANY: FORMER CONFORMED NAME: TEMASEK HOLDINGS (PRIVATE) LTD DATE OF NAME CHANGE: 20050912 FORMER COMPANY: FORMER CONFORMED NAME: TEMASEK HOLDINGS LTD DATE OF NAME CHANGE: 19960829 SC 13G 1 d72402dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

SQZ Biotechnologies Company

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

78472W 104

(CUSIP Number)

November 3, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-l(b)

☒

Rule 13d-l(c)

☐

Rule 13d-l(d)

*	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 the disclosures provided in a prior cover page.

The information required in 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 (however, see the Notes).

CUSIP No. 78472W 104

(1)

Percentage calculated based on 23,972,211 shares of common stock, being the shares of common stock outstanding as of the completion of the Issuer’s initial public offering (not including the underwriters’ option to purchase an additional 661,764 shares), as reported in the Issuer’s final prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on October 30, 2020.

CUSIP No. 78472W 104

(1)

CUSIP No. 78472W 104

(1)

CUSIP No. 78472W 104

(1)

CUSIP No. 78472W 104

(1)

Item 1.

(a)

Name of Issuer:

SQZ Biotechnologies Company

(b)

Address of Issuer’s Principal Executive Offices:

200 Arsenal Yards Blvd, Suite 210

Watertown, MA 02472

Item 2.

(a)

Name of Person Filing:

This Schedule 13G is filed jointly by the following persons (each a “Reporting Person” and collectively, the “Reporting Persons”):

Temasek Holdings (Private) Limited (“Temasek”);

Fullerton Management Pte. Ltd. (“Fullerton”);

Temasek Life Sciences Private Limited (“TLS”);

Elbrus Investments Pte. Ltd. (“Elbrus”); and

V-Sciences Investments Pte Ltd (“V-Sciences”).

(b)

Address of Principal Business Office or, if none, Residence:

The address of the principal business office of each of the Reporting Persons is 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore 238891.

(c)

Citizenship:

The citizenship of all Reporting Persons is the Republic of Singapore.

(d)

Title of Class of Securities:

Common Stock, $0.001 par value per share

(e)

CUSIP Number:

78472W 104

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)	Amount beneficially owned:

(i) Elbrus directly owns 1,888,924 shares of the Issuer’s common stock. Elbrus is a direct wholly-owned subsidiary of TLS, which in turn is a direct wholly-owned subsidiary of Fullerton, which in turn is a direct wholly-owned subsidiary of Temasek. Each of TLS, Fullerton and Temasek, through the ownership described herein, may be deemed to beneficially own the shares held by Elbrus.

(ii) V-Sciences directly owns 625,000 shares of the Issuer’s common stock. V-Sciences is a direct wholly-owned subsidiary of TLS, which in turn is a direct wholly-owned subsidiary of Fullerton, which in turn is a direct wholly-owned subsidiary of Temasek. Each of TLS, Fullerton and Temasek, through the ownership described herein, may be deemed to beneficially own the shares held by V-Sciences.

(b)	Percent of class: See Row 11 of the cover page for each Reporting Person.


(c)	Number of shares as to which the person has:

	(i) Sole power to vote or to direct the vote	See Row 5 of the cover page for each Reporting Person.

	(ii) Shared power to vote or to direct the vote	See Row 6 of the cover page for each Reporting Person.

	(iii) Sole power to dispose or to direct the disposition of	See Row 7 of the cover page for each Reporting Person.

	(iv) Shared power to dispose or to direct the disposition of	See Row 8 of the cover page for each Reporting Person.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐

Item 6.

Ownership of More than Five 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.

The response to Item 4(a) is incorporated herein by reference.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certifications.

By signing below, each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

SIGNATURE

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 13, 2020


Temasek Holdings (Private) Limited

By:		/s/ Gregory Tan
		Name: Gregory Tan
		Title: Authorised Signatory

Fullerton Management Pte. Ltd.

By:		/s/ Gregory Tan
		Name: Gregory Tan
		Title: Director

Temasek Life Sciences Private Limited

By:		/s/ Lim Siew Lee Sherlyn
		Name: Lim Siew Lee Sherlyn
		Title: Director

Elbrus Investments Pte. Ltd.

By:		/s/ Lim Siew Lee Sherlyn
		Name: Lim Siew Lee Sherlyn
		Title: Director

V-Sciences Investments Pte Ltd

By:		/s/ Zahedah Abdul Rashid
		Name: Zahedah Abdul Rashid
		Title: Director

EXHIBIT INDEX


Exhibit No.		Description

Exhibit 1		Joint Filing Agreement, dated November 13, 2020, by and among the Reporting Persons, relating to the filing of a joint statement on Schedule 13G

EX-99.1 2 d72402dex991.htm EX-99.1 EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

This joint filing agreement (this “Agreement”) is made and entered into as of November 13, 2020, by and among Temasek Holdings (Private) Limited, Fullerton Management Pte. Ltd., Temasek Life Sciences Private Limited, Elbrus Investments Pte. Ltd., and V-Sciences Investments Pte Ltd.

The parties to this Agreement agree to prepare jointly and file timely (and otherwise to deliver as appropriate) such statement on Schedule 13G with respect to the securities beneficially owned by each of them of SQZ Biotechnologies Company, and any and all amendments thereto, and any other document relating thereto required to be filed by them pursuant to the Securities Exchange Act of 1934, as amended.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

[Remainder of this page has been left intentionally blank.]

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of November 13, 2020.


Temasek Holdings (Private) Limited

By:		/s/ Gregory Tan
		Name: Gregory Tan
		Title: Authorised Signatory

Fullerton Management Pte. Ltd.

By:		/s/ Gregory Tan
		Name: Gregory Tan
		Title: Director

Temasek Life Sciences Private Limited

By:		/s/ Lim Siew Lee Sherlyn
		Name: Lim Siew Lee Sherlyn
		Title: Director

Elbrus Investments Pte. Ltd.

By:		/s/ Lim Siew Lee Sherlyn
		Name: Lim Siew Lee Sherlyn
		Title: Director

V-Sciences Investments Pte Ltd

By:		/s/ Zahedah Abdul Rashid
		Name: Zahedah Abdul Rashid
		Title: Director