1
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NAMES OF REPORTING PERSONS
The Sonic Fund II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see Instructions)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
3,648,212
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
3,648,212
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,648,212
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
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14
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TYPE OF REPORTING PERSON (see Instructions)
PN
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1
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NAMES OF REPORTING PERSONS
Lawrence Kam
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see Instructions)
PF, AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
144,304
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8
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SHARED VOTING POWER
3,651,262*
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9
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SOLE DISPOSITIVE POWER
144,304
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10
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SHARED DISPOSITIVE POWER
3,651,262*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,795,566
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
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14
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TYPE OF REPORTING PERSON (see Instructions)
IN
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Item 3. |
Source and Amount of Funds or Other Consideration.
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● |
to increase the authorized number of directors to nine, and set the authorized number of directors of each class of the Board at three;
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● |
to appoint James Scopa as a Class II director, with a term expiring at the 2019 annual meeting of stockholders;
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● |
to appoint Mark Lupher as a Class III director, with a term expiring at the 2020 annual meeting of stockholders;
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● |
to appoint Rekha Hemrajani as a Class I director, with a term expiring at the 2021 annual meeting of stockholders;
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● |
to appoint Mr. Scopa to the Compensation Committee of the Board and Dr. Lupher to the Board’s Nominating and Corporate Governance Committee; and
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● |
to appoint Patrick Machado as Chair of the Board, each of the foregoing appointments is described in further detail in Item 5.02 of the Issuer’s Current
Report on Form 8-K filed with the SEC on May 2, 2019, which is incorporated by reference herein;
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● |
provided that each of Mr. Scopa (the “Class II Designee”) and Dr. Lupher (the “Class III Designee”) continues to be able and willing to serve on the Board and
continues to be a Qualified Director (as defined in the Agreement), to cause the Board to nominate and recommend him for election as a director at the annual meeting of stockholders coinciding with the end of his first term, and
otherwise to use its reasonable best efforts to cause him to be re-elected at such meeting; and
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● |
if the Class II Designee or Class III Designee or a Replacement Designee (as defined below) is unable or unwilling to serve as a director, resigns as a
director, is removed as a director or ceases to be a director for any other reason (including as the result of a failure to receive the requisite number of votes at an applicable annual meeting of stockholders) prior to the 2021 annual
meeting of stockholders, and at such time the Reporting Persons beneficially own a “net long position” of at least 2% of the then outstanding shares of common stock of the Issuer, then the Reporting Persons and the Issuer will cooperate
in good faith to select, and the Board will appoint, a Qualified Director acceptable to the Reporting Persons and the Issuer (a “Replacement Designee”) to serve as a director of the Issuer for the remainder of such former director’s
term.
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Item 5. |
Interest in Securities of the Issuer.
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Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 7. |
Material to be Filed as Exhibits.
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Exhibit 99.2 – |
Cooperation Agreement, dated as of May 1, 2019, by and among Adverum Biotechnologies, Inc., The Sonic Fund II, L.P. and Lawrence Kam (incorporated herein by
reference to Exhibit 10.1 of Adverum Biotechnologies, Inc.’s Current Report on Form 8-K filed May 2, 2019) (File No. 001-36579).
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THE SONIC FUND II, L.P.
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|
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By: /s/ Lawrence Kam
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|
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Name: Lawrence Kam
Title: General Partner
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/s/ Lawrence Kam
Lawrence Kam
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Date
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Security
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Amount of Shs. Bought/(Sold)
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Approx. price ($) per Share1
|
The Sonic Fund II, L.P.
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3/4/2019
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Common Stock
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50,000
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$4.8517
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3/5/2019
|
Common Stock
|
100,000
|
$4.7266
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3/6/2019
|
Common Stock
|
66,944
|
$4.4852
|
3/7/2019
|
Common Stock
|
50,681
|
$4.6699
|
3/11/2019
|
Common Stock
|
52,732
|
$4.5809
|
3/12/2019
|
Common Stock
|
62,165
|
$4.8331
|
3/13/2019
|
Common Stock
|
50,000
|
$4.9747
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3/14/2019
|
Common Stock
|
97,813
|
$5.2197
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3/15/2019
|
Common Stock
|
5,425
|
$5.2395
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3/18/2019
|
Common Stock
|
50,000
|
$5.6002
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3/19/2019
|
Common Stock
|
50,000
|
$5.6931
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4/15/2019
|
Common Stock
|
200,000
|
$5.4962
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4/16/2019
|
Common Stock
|
100,000
|
$5.8568
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