SC 13G 1 a21-6693_5sc13g.htm SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

5:01 ACQUISITION CORP.

(Name of Issuer)

 

Class A common stock, par value $0.0001

(Title of Class of Securities)

 

33836P105

(CUSIP Number)

 

December 31, 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:

 

o

Rule 13d-1(b)

o

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).

 

 

 


 

CUSIP No. 33836P105

 

 

1.

Names of Reporting Persons
5:01 Acquisition LLC

 

 

 

 

2.

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

 

 

(a)

o

 

 

(b)

x (1)

 

 

 

 

 

3.

SEC Use Only

 

 

 

 

4.

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares

 

 

6.

Shared Voting Power
2,309,194 shares (2)

 

 

7.

Sole Dispositive Power
0 shares

 

 

8.

Shared Dispositive Power
2,309,194 shares (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,309,194 shares (2)

 

 

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

 

 

11.

Percent of Class Represented by Amount in Row (9)
21.9% of Class A Common Stock (21.6% of Total Common Stock) (3)

 

 

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1)               This Schedule 13G is filed by 5:01 Acquisition LLC, a Delaware limited liability company (“Sponsor”), 5AM Ventures VI, L.P., a Delaware limited partnership (“Ventures VI”), 5AM Partners VI, LLC, a Delaware limited liability company (“Partners VI”), Andrew J. Schwab (“Schwab”), and Dr. Kush Parmar (“Parmar” and together with Sponsor, Ventures VI, Partners VI and Schwab, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)               The reported shares consist of 1,944,068 shares of Class B Common Stock and 365,126 shares of Class A Common Stock held by Sponsor.  Partners VI, LLC is the general partner of Ventures VI, the sole member of Sponsor. Schwab and Parmar are managing members of Partners VI and managers of Sponsor and share voting and dispositive power over the shares held by Sponsor. The shares of Class B Common Stock are convertible into shares of the Issuer’s Class A Common Stock on a one-for-one basis.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2020.

(3)               These percentages are calculated based on 8,621,399 shares of Class A Common Stock and 2,064,068 shares of Class B Common Stock outstanding as of December 31, 2020.

 

2


 

CUSIP No. 33836P105

 

 

1.

Names of Reporting Persons
5AM Ventures VI, 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.

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares

 

 

6.

Shared Voting Power
2,309,194 shares (2)

 

 

7.

Sole Dispositive Power
0 shares

 

 

8.

Shared Dispositive Power
2,309,194 shares (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,309,194 shares (2)

 

 

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

 

 

11.

Percent of Class Represented by Amount in Row (9)
21.9% of Class A Common Stock (21.6% of Total Common Stock)  (3)

 

 

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

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

(2)               The reported shares consist of 1,944,068 shares of Class B Common Stock and 365,126 shares of Class A Common Stock held by Sponsor.  Partners VI, LLC is the general partner of Ventures VI, the sole member of Sponsor. Schwab and Parmar are managing members of Partners VI and managers of Sponsor and share voting and dispositive power over the shares held by Sponsor. The shares of Class B Common Stock are convertible into shares of the Issuer’s Class A Common Stock on a one-for-one basis.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2020.

(3)               These percentages are calculated based on 8,621,399 shares of Class A Common Stock and 2,064,068 shares of Class 
B Common Stock outstanding as of December 31, 2020.

 

3


 

CUSIP No. 33836P105

 

 

1.

Names of Reporting Persons
5AM Partners VI, LLC

 

 

 

 

2.

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

 

 

(a)

o

 

 

(b)

x (1)

 

 

 

 

 

3.

SEC Use Only

 

 

 

 

4.

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares

 

 

6.

Shared Voting Power
2,309,194 shares (2)

 

 

7.

Sole Dispositive Power
0 shares

 

 

8.

Shared Dispositive Power
2,309,194 shares (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,309,194 shares (2)

 

 

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

 

 

11.

Percent of Class Represented by Amount in Row (9)
21.9% of Class A Common Stock (21.6% of Total Common Stock)  (3)

 

 

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

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

(2)               The reported shares consist of 1,944,068 shares of Class B Common Stock and 365,126 shares of Class A Common Stock held by Sponsor.  Partners VI, LLC is the general partner of Ventures VI, the sole member of Sponsor. Schwab and Parmar are managing members of Partners VI and managers of Sponsor and share voting and dispositive power over the shares held by Sponsor. The shares of Class B Common Stock are convertible into shares of the Issuer’s Class A Common Stock on a one-for-one basis.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2020.

(3)               These percentages are calculated based on 8,621,399 shares of Class A Common Stock and 2,064,068 shares of Class 
B Common Stock outstanding as of December 31, 2020.

 

4


 

CUSIP No. 33836P105

 

 

1.

Names of Reporting Persons
Andrew J. Schwab

 

 

 

 

2.

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

 

 

(a)

o

 

 

(b)

x (1)

 

 

 

 

 

3.

SEC Use Only

 

 

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares

 

 

6.

Shared Voting Power
2,309,194 shares (2)

 

 

7.

Sole Dispositive Power
0 shares

 

 

8.

Shared Dispositive Power
2,309,194 shares (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,309,194 shares (2)

 

 

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

 

 

11.

Percent of Class Represented by Amount in Row (9)
21.9% of Class A Common Stock (21.6% of Total Common Stock)  (3)

 

 

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

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

(2)               The reported shares consist of 1,944,068 shares of Class B Common Stock and 365,126 shares of Class A Common Stock held by Sponsor.  Partners VI, LLC is the general partner of Ventures VI, the sole member of Sponsor. Schwab and Parmar are managing members of Partners VI and managers of Sponsor and share voting and dispositive power over the shares held by Sponsor. The shares of Class B Common Stock are convertible into shares of the Issuer’s Class A Common Stock on a one-for-one basis.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2020.

(3)               These percentages are calculated based on 8,621,399 shares of Class A Common Stock and 2,064,068 shares of Class 
B Common Stock outstanding as of December 31, 2020.

 

5


 

CUSIP No. 33836P105

 

 

1.

Names of Reporting Persons
Dr. Kush Parmar

 

 

 

 

2.

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

 

 

(a)

o

 

 

(b)

x (1)

 

 

 

 

 

3.

SEC Use Only

 

 

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares

 

 

6.

Shared Voting Power
2,309,194 shares (2)

 

 

7.

Sole Dispositive Power
0 shares

 

 

8.

Shared Dispositive Power
2,309,194 shares (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,309,194 shares (2)

 

 

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

 

 

11.

Percent of Class Represented by Amount in Row (9)
21.9% of Class A Common Stock (21.6% of Total Common Stock)  (3)

 

 

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

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

(2)               The reported shares consist of 1,944,068 shares of Class B Common Stock and 365,126 shares of Class A Common Stock held by Sponsor.  Partners VI, LLC is the general partner of Ventures VI, the sole member of Sponsor. Schwab and Parmar are managing members of Partners VI and managers of Sponsor and share voting and dispositive power over the shares held by Sponsor. The shares of Class B Common Stock are convertible into shares of the Issuer’s Class A Common Stock on a one-for-one basis.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2020.

(3)               These percentages are calculated based on 8,621,399 shares of Class A Common Stock and 2,064,068 shares of Class 
B Common Stock outstanding as of December 31, 2020.

 

6


 

Item 1.

 

(a)

Name of Issuer

5:01 Acquisition Corp.

 

(b)

Address of Issuer’s Principal Executive Offices

501 Second Street, Suite 350

San Francisco, CA 94107

 

Item 2.

 

(a)

Name of Person Filing

5:01 Acquisition LLC (“Sponsor”)

5AM Ventures VI, L.P. (“Ventures VI”)

5AM Partners VI, LLC (“Partners VI”)

Andrew J. Schwab (“Schwab”)

Dr. Kush Parmar (“Parmar”)

 

(b)

Address of Principal Business Office or, if none, Residence

c/o 5AM Ventures

501 Second Street, Suite 350

San Francisco, CA 94107

 

 

(c)

Citizenship

 

 

 

 

 

Entities:

5:01 Acquisition LLC

-

Delaware

 

 

 

5AM Ventures VI, L.P.

-

Delaware

 

 

 

5AM Partners VI, LLC

-

Delaware

 

 

 

 

 

 

 

 

Individuals:

Schwab

-

United States of America

 

 

 

Parmar

 

United States of America

 

 

(d)

Title of Class of Securities

Class A Common Stock

 

(e)

CUSIP Number

33836P105

 

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.

 

7


 

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.

 

Reporting Persons

 

Shares Held
Directly

 

Sole
Voting
Power

 

Shared
Voting
Power

 

Sole
Dispositive
Power

 

Shared
Dispositive
Power

 

Beneficial
Ownership

 

Percentage
of Class (3)

 

Sponsor (1)

 

2,309,194

 

0

 

2,309,194

 

0

 

2,309,194

 

2,309,194

 

21.9% of Class A (21.6% of Common)

 

Ventures VI (1) (2)

 

0

 

0

 

2,309,194

 

0

 

2,309,194

 

2,309,194

 

21.9% of Class A (21.6% of Common)

 

Partners VI (1) (2)

 

0

 

0

 

2,309,194

 

0

 

2,309,194

 

2,309,194

 

21.9% of Class A (21.6% of Common)

 

Schwab (1) (2)

 

0

 

0

 

2,309,194

 

0

 

2,309,194

 

2,309,194

 

21.9% of Class A (21.6% of Common)

 

Kush (1) (2)

 

0

 

0

 

2,309,194

 

0

 

2,309,194

 

2,309,194

 

21.9% of Class A (21.6% of Common)

 

 

(1)               Consist of 1,944,068 shares of Class B Common Stock and 365,126 shares of Class A Common Stock held by Sponsor. The shares of Class B Common Stock are convertible into shares of the Issuer’s Class A Common Stock on a one-for-one basis.

(2)               Partners VI, LLC is the general partner of Ventures VI, the sole member of Sponsor. Schwab and Parmar are managing members of Partners VI and managers of Sponsor and share voting and dispositive power over the shares held by Sponsor.

(3)               These percentages are calculated based on 8,621,399 shares of Class A Common Stock and 2,064,068 shares of Class 
B Common Stock outstanding as of December 31, 2020.

 

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   o.

 

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.

 

8


 

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: February 16, 2021

 

5AM Ventures VI, L.P.

 

5:01 Acquisition LLC

 

 

 

 

 

 

 

By:

5AM Partners VI, LLC

 

 

 

 

its

General Partner

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Andrew J. Schwab

 

By:

/s/ Andrew J. Schwab

 

Name:

Andrew J. Schwab

 

 

Name:

Andrew J. Schwab

 

Title:

Managing Member

 

 

Title:

Manager

 

 

 

 

 

 

 

5AM Ventures VI, LLC

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Andrew J. Schwab

 

 

 

 

 

Name:

Andrew J. Schwab

 

 

 

 

 

Title:

Managing Member

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Andrew J. Schwab

 

 

/s/ Dr. Kush Parmar

 

Andrew J. Schwab

 

 

Dr. Kush Parmar

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

9


 

Exhibit(s):

 

A - Joint Filing Statement

 

10


 

EXHIBIT A

 

JOINT FILING STATEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Crinetics Pharmaceuticals, Inc. is filed on behalf of each of us.

 

Dated: February 16, 2021

 

5AM Ventures VI, L.P.

 

5:01 Acquisition LLC

 

 

 

 

 

 

 

By:

5AM Partners VI, LLC

 

 

 

 

its

General Partner

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Andrew J. Schwab

 

By:

/s/ Andrew J. Schwab

 

Name:

Andrew J. Schwab

 

 

Name:

Andrew J. Schwab

 

Title:

Managing Member

 

 

Title:

Manager

 

 

 

 

 

 

 

5AM Ventures VI, LLC

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Andrew J. Schwab

 

 

 

 

 

Name:

Andrew J. Schwab

 

 

 

 

 

Title:

Managing Member

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Andrew J. Schwab

 

 

/s/ Dr. Kush Parmar

 

Andrew J. Schwab

 

 

Dr. Kush Parmar

 

11