UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Adverum Biotechnologies, Inc.
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
05337G 10 7
(CUSIP Number)
December 31, 2017
(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-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(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).
| Page 1 of 6 |
CUSIP No. 05337G 10 7
| 1. |
Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only)
Zygtech, LLC | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | ¨ | |
| 3. |
SEC Use Only
| |
| 4. |
Citizenship or Place of Organization
New Jersey | |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power -0- |
| 6. |
Shared Voting Power* 1,958,061 | |
| 7. |
Sole Dispositive Power -0- | |
| 8. |
Shared Dispositive Power* 1,958,061 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person* 1,958,061 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9)** 4.3% |
| 12. |
Type of Reporting Person (See Instructions) OO |
| * | See Item 4 below. |
| Page 2 of 6 |
CUSIP No. 05337G 10 7
| 1. |
Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only)
Zygmunt Wilf | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | ¨ | |
| 3. |
SEC Use Only
| |
| 4. |
Citizenship or Place of Organization
United States | |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power -0- |
| 6. |
Shared Voting Power* 1,958,061 | |
| 7. |
Sole Dispositive Power -0- | |
| 8. |
Shared Dispositive Power* 1,958,061 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person* 1,958,061 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9)** 4.3% |
| 12. |
Type of Reporting Person (See Instructions) IN |
| * | See Item 4 below. |
| Page 3 of 6 |
|
Item 1. | ||
| (a) |
Name of Issuer
Adverum Biotechnologies, Inc. | |
| (b) |
Address of Issuer’s Principal Executive Offices
1035 O’Brien Drive, Suite A Menlo Park, CA 94025 | |
| Item 2. | ||
| (a) |
Name of Person(s) Filing
Zygtech, LLC and Zygmunt Wilf | |
| (b) |
Address of Principal Business Office or, if none, Residence
820 Morris Turnpike, Suite 301 Short Hills, NJ 07078 | |
| (c) |
Citizenship
New Jersey (Zygtech, LLC) and United States (Zygmunt Wilf) | |
| (d) |
Title of Class of Securities
Common Stock, $0.0001 per share | |
| (e) |
CUSIP Number
05337G 10 7 | |
| 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: |
| 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), (b), and (c) |
| Reporting Persons |
Number of Shares With Sole Voting and Dispositive Power |
Number of Shares With Shared Voting and Dispositive Power** |
Aggregate Number of Shares Beneficially Owned |
Percentage of Class Beneficially Owned** |
| Zygtech LLC | -0- | 1,958,061 | 1,958,061 | 4.3% |
| Zygmunt Wilf | -0- | 1,958,061 | 1,958,061 | 4.3% |
* All shares are held in the name of Zygtech, LLC. Mr. Wilf is a member of, and controls, Zygtech, LLC.
**Based upon 45,041,468 shares of Common Stock outstanding as of October 31, 2017 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2017.
| Page 4 of 6 |
|
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 þ. | |
| 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 |
| Not applicable. | |
| Item 8. | Identification and Classification of Members of the Group |
| Not applicable. | |
| Item 9. | Notice of Dissolution of Group |
| Not applicable. | |
| Item 10. | Certification |
| Not applicable. | |
| Page 5 of 6 |
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.
Dated: January 25, 2018
| Zygtech, LLC | ||
| By: | /s/ Zygmunt Wilf | |
| Name: | Zygmunt Wilf | |
| Title: | Authorized Signatory | |
| By: | /s/ Zygmunt Wilf | |
| Name: | Zygmunt Wilf | |
| Page 6 of 6 |