SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1

(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

 

 

Translate Bio, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

89374L104

(CUSIP Number)

June 1, 2018

(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)

☒ Rule 13d-1(d)

The information required on 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. 89374L104    13G    Page 2 of 17

 

  1       

NAMES OF REPORTING PERSONS

 

Omega Fund IV, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (1)

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

979,179

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

979,179

  9      

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

979,179

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

2.2% (2)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

(1)

This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund IV”), Omega Fund IV GP, L.P. (“Omega IV GP”), Omega Fund IV GP Manager, Ltd. (“Omega IV Ltd”), Omega Fund V, L.P. (“Omega Fund V”), Omega Fund V GP, L.P. (“Omega V GP”), Omega Fund V GP Manager, Ltd. (“Omega V Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Claudio Nessi (“Nessi”), and Anne-Mari Paster (“Paster”) (together, the “Reporting Persons”). Omega IV Ltd and Omega V Ltd serve as the general partners of Omega IV GP and Omega V GP respectively, which serve as the general partners of Omega Fund IV and Omega Fund V respectively; each of Omega IV Ltd and Omega IV GP may be deemed to own beneficially the shares held by Omega Fund IV; and each of Omega V Ltd and Omega V GP may be deemed to own beneficially the shares held by Omega Fund V. Lim, Stampacchia, and Paster are the directors of Omega IV Ltd and Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund IV and Omega Fund V. Nessi is a director of Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund V. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

The following percentages are based on 45,142,090 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 8, 2018.


CUSIP NO. 89374L104    13G    Page 3 of 17

 

  1       

NAMES OF REPORTING PERSONS

 

Omega Fund IV GP, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (1)

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

979,179

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

979,179

  9      

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

979,179

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

2.2% (2)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

(1)

This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund IV”), Omega Fund IV GP, L.P. (“Omega IV GP”), Omega Fund IV GP Manager, Ltd. (“Omega IV Ltd”), Omega Fund V, L.P. (“Omega Fund V”), Omega Fund V GP, L.P. (“Omega V GP”), Omega Fund V GP Manager, Ltd. (“Omega V Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Claudio Nessi (“Nessi”), and Anne-Mari Paster (“Paster”) (together, the “Reporting Persons”). Omega IV Ltd and Omega V Ltd serve as the general partners of Omega IV GP and Omega V GP respectively, which serve as the general partners of Omega Fund IV and Omega Fund V respectively; each of Omega IV Ltd and Omega IV GP may be deemed to own beneficially the shares held by Omega Fund IV; and each of Omega V Ltd and Omega V GP may be deemed to own beneficially the shares held by Omega Fund V. Lim, Stampacchia, and Paster are the directors of Omega IV Ltd and Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund IV and Omega Fund V. Nessi is a director of Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund V. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

The following percentages are based on 45,142,090 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 8, 2018.


CUSIP NO. 89374L104    13G    Page 4 of 17

 

  1       

NAMES OF REPORTING PERSONS

 

Omega Fund IV GP Manager, Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (1)

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

979,179

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

979,179

  9      

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

979,179

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

2.2% (2)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

(1)

This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund IV”), Omega Fund IV GP, L.P. (“Omega IV GP”), Omega Fund IV GP Manager, Ltd. (“Omega IV Ltd”), Omega Fund V, L.P. (“Omega Fund V”), Omega Fund V GP, L.P. (“Omega V GP”), Omega Fund V GP Manager, Ltd. (“Omega V Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Claudio Nessi (“Nessi”), and Anne-Mari Paster (“Paster”) (together, the “Reporting Persons”). Omega IV Ltd and Omega V Ltd serve as the general partners of Omega IV GP and Omega V GP respectively, which serve as the general partners of Omega Fund IV and Omega Fund V respectively; each of Omega IV Ltd and Omega IV GP may be deemed to own beneficially the shares held by Omega Fund IV; and each of Omega V Ltd and Omega V GP may be deemed to own beneficially the shares held by Omega Fund V. Lim, Stampacchia, and Paster are the directors of Omega IV Ltd and Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund IV and Omega Fund V. Nessi is a director of Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund V. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

The following percentages are based on 45,142,090 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 8, 2018.


CUSIP NO. 89374L104    13G    Page 5 of 17

 

  1       

NAMES OF REPORTING PERSONS

 

Omega Fund V, L.P.    

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (1)

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,458,424

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,458,424

  9      

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,458,424

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

3.2% (2)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

(1)

This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund IV”), Omega Fund IV GP, L.P. (“Omega IV GP”), Omega Fund IV GP Manager, Ltd. (“Omega IV Ltd”), Omega Fund V, L.P. (“Omega Fund V”), Omega Fund V GP, L.P. (“Omega V GP”), Omega Fund V GP Manager, Ltd. (“Omega V Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Claudio Nessi (“Nessi”), and Anne-Mari Paster (“Paster”) (together, the “Reporting Persons”). Omega IV Ltd and Omega V Ltd serve as the general partners of Omega IV GP and Omega V GP respectively, which serve as the general partners of Omega Fund IV and Omega Fund V respectively; each of Omega IV Ltd and Omega IV GP may be deemed to own beneficially the shares held by Omega Fund IV; and each of Omega V Ltd and Omega V GP may be deemed to own beneficially the shares held by Omega Fund V. Lim, Stampacchia, and Paster are the directors of Omega IV Ltd and Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund IV and Omega Fund V. Nessi is a director of Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund V. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

The following percentages are based on 45,142,090 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 8, 2018.


CUSIP NO. 89374L104    13G    Page 6 of 17

 

  1       

NAMES OF REPORTING PERSONS

 

Omega Fund V GP, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (1)

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,458,424

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,458,424

  9      

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,458,424

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

3.2% (2)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

(1)

This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund IV”), Omega Fund IV GP, L.P. (“Omega IV GP”), Omega Fund IV GP Manager, Ltd. (“Omega IV Ltd”), Omega Fund V, L.P. (“Omega Fund V”), Omega Fund V GP, L.P. (“Omega V GP”), Omega Fund V GP Manager, Ltd. (“Omega V Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Claudio Nessi (“Nessi”), and Anne-Mari Paster (“Paster”) (together, the “Reporting Persons”). Omega IV Ltd and Omega V Ltd serve as the general partners of Omega IV GP and Omega V GP respectively, which serve as the general partners of Omega Fund IV and Omega Fund V respectively; each of Omega IV Ltd and Omega IV GP may be deemed to own beneficially the shares held by Omega Fund IV; and each of Omega V Ltd and Omega V GP may be deemed to own beneficially the shares held by Omega Fund V. Lim, Stampacchia, and Paster are the directors of Omega IV Ltd and Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund IV and Omega Fund V. Nessi is a director of Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund V. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

The following percentages are based on 45,142,090 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 8, 2018.


CUSIP NO. 89374L104    13G    Page 7 of 17

 

  1       

NAMES OF REPORTING PERSONS

 

Omega Fund V GP Manager, Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (1)

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,458,424

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,458,424

  9      

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,458,424

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

3.2% (2)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

(1)

This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund IV”), Omega Fund IV GP, L.P. (“Omega IV GP”), Omega Fund IV GP Manager, Ltd. (“Omega IV Ltd”), Omega Fund V, L.P. (“Omega Fund V”), Omega Fund V GP, L.P. (“Omega V GP”), Omega Fund V GP Manager, Ltd. (“Omega V Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Claudio Nessi (“Nessi”), and Anne-Mari Paster (“Paster”) (together, the “Reporting Persons”). Omega IV Ltd and Omega V Ltd serve as the general partners of Omega IV GP and Omega V GP respectively, which serve as the general partners of Omega Fund IV and Omega Fund V respectively; each of Omega IV Ltd and Omega IV GP may be deemed to own beneficially the shares held by Omega Fund IV; and each of Omega V Ltd and Omega V GP may be deemed to own beneficially the shares held by Omega Fund V. Lim, Stampacchia, and Paster are the directors of Omega IV Ltd and Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund IV and Omega Fund V. Nessi is a director of Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund V. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

The following percentages are based on 45,142,090 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 8, 2018.


CUSIP NO. 89374L104    13G    Page 8 of 17

 

  1       

NAMES OF REPORTING PERSONS

 

Richard Lim

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (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

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

2,437,603

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

2,437,603

  9      

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,437,603

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.4% (2)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

(1)

This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund IV”), Omega Fund IV GP, L.P. (“Omega IV GP”), Omega Fund IV GP Manager, Ltd. (“Omega IV Ltd”), Omega Fund V, L.P. (“Omega Fund V”), Omega Fund V GP, L.P. (“Omega V GP”), Omega Fund V GP Manager, Ltd. (“Omega V Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Claudio Nessi (“Nessi”), and Anne-Mari Paster (“Paster”) (together, the “Reporting Persons”). Omega IV Ltd and Omega V Ltd serve as the general partners of Omega IV GP and Omega V GP respectively, which serve as the general partners of Omega Fund IV and Omega Fund V respectively; each of Omega IV Ltd and Omega IV GP may be deemed to own beneficially the shares held by Omega Fund IV; and each of Omega V Ltd and Omega V GP may be deemed to own beneficially the shares held by Omega Fund V. Lim, Stampacchia, and Paster are the directors of Omega IV Ltd and Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund IV and Omega Fund V. Nessi is a director of Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund V. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

The following percentages are based on 45,142,090 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 8, 2018.


CUSIP NO. 89374L104    13G    Page 9 of 17

 

  1       

NAMES OF REPORTING PERSONS

 

Otello Stampacchia

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (1)

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Italy

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

2,437,603

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

2,437,603

  9      

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,437,603

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.4% (2)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

(1)

This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund IV”), Omega Fund IV GP, L.P. (“Omega IV GP”), Omega Fund IV GP Manager, Ltd. (“Omega IV Ltd”), Omega Fund V, L.P. (“Omega Fund V”), Omega Fund V GP, L.P. (“Omega V GP”), Omega Fund V GP Manager, Ltd. (“Omega V Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Claudio Nessi (“Nessi”), and Anne-Mari Paster (“Paster”) (together, the “Reporting Persons”). Omega IV Ltd and Omega V Ltd serve as the general partners of Omega IV GP and Omega V GP respectively, which serve as the general partners of Omega Fund IV and Omega Fund V respectively; each of Omega IV Ltd and Omega IV GP may be deemed to own beneficially the shares held by Omega Fund IV; and each of Omega V Ltd and Omega V GP may be deemed to own beneficially the shares held by Omega Fund V. Lim, Stampacchia, and Paster are the directors of Omega IV Ltd and Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund IV and Omega Fund V. Nessi is a director of Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund V. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

The following percentages are based on 45,142,090 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 8, 2018.


CUSIP NO. 89374L104    13G    Page 10 of 17

 

  1       

NAMES OF REPORTING PERSONS

 

Claudio Nessi

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (1)

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Switzerland

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,458,424

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,458,424

  9      

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,458,424

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

3.2% (2)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

(1)

This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund IV”), Omega Fund IV GP, L.P. (“Omega IV GP”), Omega Fund IV GP Manager, Ltd. (“Omega IV Ltd”), Omega Fund V, L.P. (“Omega Fund V”), Omega Fund V GP, L.P. (“Omega V GP”), Omega Fund V GP Manager, Ltd. (“Omega V Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Claudio Nessi (“Nessi”), and Anne-Mari Paster (“Paster”) (together, the “Reporting Persons”). Omega IV Ltd and Omega V Ltd serve as the general partners of Omega IV GP and Omega V GP respectively, which serve as the general partners of Omega Fund IV and Omega Fund V respectively; each of Omega IV Ltd and Omega IV GP may be deemed to own beneficially the shares held by Omega Fund IV; and each of Omega V Ltd and Omega V GP may be deemed to own beneficially the shares held by Omega Fund V. Lim, Stampacchia, and Paster are the directors of Omega IV Ltd and Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund IV and Omega Fund V. Nessi is a director of Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund V. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

The following percentages are based on 45,142,090 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 8, 2018.


CUSIP NO. 89374L104    13G    Page 11 of 17

 

  1       

NAMES OF REPORTING PERSONS

 

Anne-Mari Paster

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (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

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

2,437,603

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

2,437,603

  9      

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,437,603

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.4% (2)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

(1)

This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund IV”), Omega Fund IV GP, L.P. (“Omega IV GP”), Omega Fund IV GP Manager, Ltd. (“Omega IV Ltd”), Omega Fund V, L.P. (“Omega Fund V”), Omega Fund V GP, L.P. (“Omega V GP”), Omega Fund V GP Manager, Ltd. (“Omega V Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), Claudio Nessi (“Nessi”), and Anne-Mari Paster (“Paster”) (together, the “Reporting Persons”). Omega IV Ltd and Omega V Ltd serve as the general partners of Omega IV GP and Omega V GP respectively, which serve as the general partners of Omega Fund IV and Omega Fund V respectively; each of Omega IV Ltd and Omega IV GP may be deemed to own beneficially the shares held by Omega Fund IV; and each of Omega V Ltd and Omega V GP may be deemed to own beneficially the shares held by Omega Fund V. Lim, Stampacchia, and Paster are the directors of Omega IV Ltd and Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund IV and Omega Fund V. Nessi is a director of Omega V Ltd and may be deemed to own beneficially the shares held by Omega Fund V. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

The following percentages are based on 45,142,090 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 8, 2018.


CUSIP NO. 89374L104    13G    Page 12 of 17

 

Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock (“Common Stock”), of Translate Bio, Inc. (the “Issuer”).

 

Item 1(a)

Name of Issuer:

Translate Bio, Inc. (the “Issuer”)

 

Item 1(b)

Address of Issuer’s principal executive offices:

Translate Bio, Inc.

29 Hartwell Avenue

Lexington, MA 02421

 

Items 2(a)

Name of Reporting Persons filing:

Omega Fund IV, L.P. (“Omega Fund IV”)

Omega Fund IV GP, L.P. (“Omega IV GP”)

Omega Fund IV GP Manager, Ltd. (“Omega IV Ltd”)

Omega Fund V, L.P. (“Omega Fund V”)

Omega Fund V GP, L.P. (“Omega V GP”)

Omega Fund V GP Manager, Ltd. (“Omega V Ltd”)

Richard Lim (“Lim”)

Otello Stampacchia (“Stampacchia”)

Claudio Nessi (“Nessi”)

Anne-Mari Paster (“Paster”)

 

Item 2(b)

Address or principal business office or, if none, residence:

The address of the principal business office of Omega Fund IV, Omega Fund V, Omega IV GP, Omega V GP, Omega IV Ltd, Omega V Ltd, Lim, Stampacchia, Nessi, and Paster, is c/o Omega Fund Management, LLC, 185 Dartmouth Street, Suite 502, Boston, MA 02116.

 

Item 2(c)

Citizenship:

 

   

Name

  

Citizenship or Place of Organization

  Omega Fund IV    Cayman Islands
  Omega IV GP    Cayman Islands
  Omega IV Ltd    Cayman Islands
  Omega Fund V    Cayman Islands
  Omega V GP    Cayman Islands
  Omega V Ltd    Cayman Islands
  Lim    United States of America
  Stampacchia    Italy
  Nessi    Switzerland
  Paster    United States of America

 

Item 2(d)

Title of class of securities:

Common Stock

 

Item 2(e)

CUSIP No.:

89374L104

Item 3 If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filings is a:

Not applicable.


CUSIP NO. 89374L104    13G    Page 13 of 17

 

Item 4

Ownership

The following information with respect to the ownership of Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of February 13, 2019.

 

Reporting Persons

   Shares of
Common
Stock Held
Directly
     Sole
Voting
Power
     Shared
Voting
Power
     Sole
Dispositive
Power
     Shared
Dispositive
Power
     Beneficial
Ownership
     Percentage
of Class

(1)
 

Omega Fund IV(2)(3)

     979,179        0        979,179        0        979,179        979,179        2.2

Omega IV GP(2)(3)

     0        0        979,179        0        979,179        979,179        2.2

Omega IV Ltd(2)(3)

     0        0        979,179        0        979,179        979,179        2.2

Omega Fund V(2)(3)

     1,458,424        0        1,458,424        0        1,458,424        1,458,424        3.2

Omega V GP(2)(3)

     0        0        1,458,424        0        1,458,424        1,458,424        3.2

Omega V Ltd(2)(3)

     0        0        1,458,424        0        1,458,424        1,458,424        3.2

Lim (2)(3)

     0        0        2,437,603        0        2,437,603        2,437,603        5.4

Stampacchia(2)(3)

     0        0        2,437,603        0        2,437,603        2,437,603        5.4

Nessi(2)(3)

     0        0        1,458,424        0        1,458,424        1,458,424        3.2

Paster(2)(3)

     0        0        2,437,603        0        2,437,603        2,437,603        5.4

 

(1)

The following percentages are based on 45,142,090 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 8, 2018.

(2)

Omega Fund IV owns 979,179 shares of Common Stock, and Omega Fund V owns 1,458,424 shares of Common Stock. Omega IV Ltd and Omega V Ltd serve as the general partners of Omega IV GP and Omega V GP, respectively, which serve as the general partners of Omega Fund IV and Omega Fund V, respectively; each of Omega IV Ltd and Omega IV GP may be deemed to own beneficially the shares held by Omega Fund IV; and each of Omega V Ltd and Omega V GP may be deemed to own beneficially the shares held by Omega Fund V. Lim, Stampacchia, and Paster are the directors of Omega IV Ltd and Omega V Ltd and may be deemed to beneficially own the shares held by Omega IV Fund and Omega V Fund respectively. Nessi is a director of Omega V Ltd and maybe deemed to own beneficially the shares held by Omega Fund V.

(3)

The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

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

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  

 

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.


CUSIP NO. 89374L104    13G    Page 14 of 17

 

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 I certify that, to the best of my 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 Rule 14a-11.


CUSIP NO. 89374L104    13G    Page 15 of 17

 

SIGNATURES

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 13, 2019
OMEGA FUND IV, L.P.
BY:   Omega Fund IV GP, L.P.
ITS:   GENERAL PARTNER
BY:   Omega Fund IV GP Manager, Ltd.
ITS:   GENERAL PARTNER
By:  

/s/ Anne-Mari Paster

  Director
OMEGA FUND IV GP, L.P
BY:   Omega Fund IV GP Manager, Ltd.
ITS:   GENERAL PARTNER
By:  

/s/ Anne-Mari Paster

  Director
OMEGA FUND IV GP MANAGER, LTD.
By:  

/s/ Anne-Mari Paster

  Director

*

Richard Lim

*

Otello Stampacchia

/s/ Anne-Mari Paster

Anne-Mari Paster, as Attorney-in-Fact, pursuant to that Power of Attorney filed with the Securities and Exchange Commission on July 19, 2018 in connection with a Form 3 filing for Replimune Group, Inc., which power of attorney is incorporated herein by reference.*

 

OMEGA FUND V, L.P.
BY:   Omega Fund IV GP, L.P.
ITS:   GENERAL PARTNER
BY:   Omega Fund IV GP Manager, Ltd.
ITS:   GENERAL PARTNER
By:  

/s/ Anne-Mari Paster

  Director

 


CUSIP NO. 89374L104    13G    Page 16 of 17

 

OMEGA FUND V GP, L.P
BY:   Omega Fund IV GP Manager, Ltd.
ITS:   GENERAL PARTNER
By:  

/s/ Anne-Mari Paster

  Director
OMEGA FUND V GP MANAGER, LTD.
By:  

/s/ Anne-Mari Paster

  Director

*

Richard Lim

*

Otello Stampacchia

*

Claudio Nessi

/s/ Anne-Mari Paster

Anne-Mari Paster, as Attorney-in-Fact, pursuant to that Power of Attorney filed with the Securities and Exchange Commission on July 19, 2018 in connection with a Form 3 filing for Replimune Group, Inc., which power of attorney is incorporated herein by reference.*


CUSIP NO. 89374L104    13G    Page 17 of 17

 

Exhibit(s):

 

Exhibit 99.1:    Joint Filing Statement


Exhibit 99.1

 

CUSIP No. 89374L104    13G   

 

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Stock of Translate Bio, Inc.

 

Dated:   February 13, 2019
OMEGA FUND IV, L.P.
BY:   Omega Fund IV GP, L.P.
ITS:   GENERAL PARTNER
BY:   Omega Fund IV GP Manager, Ltd.
ITS:   GENERAL PARTNER
By:  

/s/ Anne-Mari Paster

  Director
OMEGA FUND IV GP, L.P
BY:   Omega Fund IV GP Manager, Ltd.
ITS:   GENERAL PARTNER
By:  

/s/ Anne-Mari Paster

  Director
OMEGA FUND IV GP MANAGER, LTD.
By:  

/s/ Anne-Mari Paster

  Director
OMEGA FUND V, L.P.
BY:   Omega Fund V GP, L.P.
ITS:   GENERAL PARTNER
BY:   Omega Fund V GP Manager, Ltd.
ITS:   GENERAL PARTNER
By:  

/s/ Anne-Mari Paster

  Director
OMEGA FUND V GP, L.P
BY:   Omega Fund V GP Manager, Ltd.
ITS:   GENERAL PARTNER
By:  

/s/ Anne-Mari Paster

  Director
OMEGA FUND V GP MANAGER, LTD.
By:  

/s/ Anne-Mari Paster

  Director

*

Richard Lim


CUSIP No. 89374L104    13G   

 

*

Otello Stampacchia

*

Claudio Nessi

/s/ Anne-Mari Paster

Anne-Mari Paster, as Attorney-in-Fact, pursuant to that Power of Attorney filed with the Securities and Exchange Commission on July 19, 2018 in connection with a Form 3 filing for Replimune Group, Inc., which power of attorney is incorporated herein by reference.*
EX-99.1

Exhibit 99.1

 

CUSIP No. 89374L104    13G   

 

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Stock of Translate Bio, Inc.

 

Dated:   February 13, 2019
OMEGA FUND IV, L.P.
BY:   Omega Fund IV GP, L.P.
ITS:   GENERAL PARTNER
BY:   Omega Fund IV GP Manager, Ltd.
ITS:   GENERAL PARTNER
By:  

/s/ Anne-Mari Paster

  Director
OMEGA FUND IV GP, L.P
BY:   Omega Fund IV GP Manager, Ltd.
ITS:   GENERAL PARTNER
By:  

/s/ Anne-Mari Paster

  Director
OMEGA FUND IV GP MANAGER, LTD.
By:  

/s/ Anne-Mari Paster

  Director
OMEGA FUND V, L.P.
BY:   Omega Fund V GP, L.P.
ITS:   GENERAL PARTNER
BY:   Omega Fund V GP Manager, Ltd.
ITS:   GENERAL PARTNER
By:  

/s/ Anne-Mari Paster

  Director
OMEGA FUND V GP, L.P
BY:   Omega Fund V GP Manager, Ltd.
ITS:   GENERAL PARTNER
By:  

/s/ Anne-Mari Paster

  Director
OMEGA FUND V GP MANAGER, LTD.
By:  

/s/ Anne-Mari Paster

  Director

*

Richard Lim


CUSIP No. 89374L104    13G   

 

*

Otello Stampacchia

*

Claudio Nessi

/s/ Anne-Mari Paster

Anne-Mari Paster, as Attorney-in-Fact, pursuant to that Power of Attorney filed with the Securities and Exchange Commission on July 19, 2018 in connection with a Form 3 filing for Replimune Group, Inc., which power of attorney is incorporated herein by reference.*