SC 13G/A

 

 

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

(Amendment No. 1)*

 

 

Translate Bio, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

89374L104

(CUSIP Number)

December 31, 2019

(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 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 disclosures provided in a prior cover page.

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   13 G   Page 2 of 16

 

  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

 

1.6% (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”), 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. 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 60,022,067 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 6, 2019.


            CUSIP NO. 89374L104   13 G   Page 3 of 16

 

  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

 

1.6% (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”), 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. 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 60,022,067 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 6, 2019.


            CUSIP NO. 89374L104   13 G   Page 4 of 16

 

  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

 

1.6% (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”), 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. 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 60,022,067 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 6, 2019.


            CUSIP NO. 89374L104   13 G   Page 5 of 16

 

  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

 

2.4% (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”), 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. 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 60,022,067 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 6, 2019.


            CUSIP NO. 89374L104   13 G   Page 6 of 16

 

  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

 

2.4% (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”), 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. 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 60,022,067 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 6, 2019.


            CUSIP NO. 89374L104   13 G   Page 7 of 16

 

  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

 

2.4% (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”), 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. 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 60,022,067 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 6, 2019.


            CUSIP NO. 89374L104   13 G   Page 8 of 16

 

  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

 

4.0% (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”), 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. 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 60,022,067 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 6, 2019.


            CUSIP NO. 89374L104   13 G   Page 9 of 16

 

  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

 

2.4% (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”), 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. 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 60,022,067 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 6, 2019.


            CUSIP NO. 89374L104   13 G   Page 10 of 16

 

  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

 

4.0% (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”), 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. 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 60,022,067 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 6, 2019.


            CUSIP NO. 89374L104   13 G   Page 11 of 16

 

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”)

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, Stampacchia, Nessi, and Paster, is c/o Omega Fund Management, LLC, 888 Boylston Street, Suite 1111, Boston, MA 02199.

 

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
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   13 G   Page 12 of 16

 

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 December 31, 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        1.6

Omega IV GP(2)(3)

     0        0        979,179        0        979,179        979,179        1.6

Omega IV Ltd(2)(3)

     0        0        979,179        0        979,179        979,179        1.6

Omega Fund V(2)(3)

     1,458,424        0        1,458,424        0        1,458,424        1,458,424        2.4

Omega V GP(2)(3)

     0        0        1,458,424        0        1,458,424        1,458,424        2.4

Omega V Ltd(2)(3)

     0        0        1,458,424        0        1,458,424        1,458,424        2.4

Stampacchia(2)(3)

     0        0        2,437,603        0        2,437,603        2,437,603        4.0

Nessi(2)(3)

     0        0        1,458,424        0        1,458,424        1,458,424        2.4

Paster(2)(3)

     0        0        2,437,603        0        2,437,603        2,437,603        4.0

 

(1)

The following percentages are based on 60,022,067 shares of Common Stock outstanding, as reported on the 10-Q filed with the Securities and Exchange Commission by the Issuer on November 6, 2019.

(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. 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.

 

Item 8

Identification and Classification of Members of the Group

Not applicable.


            CUSIP NO. 89374L104   13 G   Page 13 of 16

 

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   13 G   Page 14 of 16

 

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, 2020
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

         /s/ * Anne-Mari Paster, as Attorney-in-Fact

Otello Stampacchia

         /s/ Anne-Mari Paster

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

/s/ Anne-Mari Paster

  Director


            CUSIP NO. 89374L104   13 G   Page 15 of 16

 

OMEGA FUND V GP MANAGER, LTD.
By:       /s/ Anne-Mari Paster                                        
            Director   
            /s/ * Anne-Mari Paster,  as Attorney-in-Fact        
Otello Stampacchia
            /s/ * Anne-Mari Paster,  as Attorney-in-Fact        
Claudio Nessi
            /s/ Anne-Mari Paster                                           
Anne-Mari Paster


            CUSIP NO. 89374L104   13 G   Page 16 of 16

 

Exhibit(s):

 

Exhibit 99.1:    Joint Filing Statement
Exhibit 99.2:    Power of Attorney
EX-99.1
CUSIP NO. 89374L104   13G  

Exhibit 99.1

 

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, 2020
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

          /s/ * Anne-Mari Paster, as Attorney-in-Fact

Otello Stampacchia


CUSIP No. 89374L104   13G  

 

            /s/ * Anne-Mari Paster, as Attorney-in-Fact        
Claudio Nessi
            /s/ Anne-Mari Paster                                             
Anne-Mari Paster
EX-99.2
CUSIP No. 89374L104   13G    Exhibit 99.2

POWER OF ATTORNEY

Know all by these presents, that each of the undersigned hereby constitutes and appoints each other undersigned, such person’s true and lawful attorney-in-fact, to:

 

  (1)

execute for and on behalf of each of such person Forms 3, 4, and 5 and Schedules 13D or 13G, as appropriate, and any required amendments thereto (collectively, the “Reports”), with respect to their current or future beneficial ownership of securities of any public company, in accordance with Section 13(d) and/or Section 16(a) of the Securities Exchange Act of 1934, as amended, and the respective rules (including Rule 13d-1) promulgated thereunder;

 

  (2)

do and perform any and all acts for and on behalf of such person which may be necessary or desirable to complete and execute any such Report and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

  (3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of an attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, such person, it being understood that the documents executed by an attorney-in-fact on behalf of such person pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

Each of the undersigned hereby grants to each attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. Each of the undersigned hereby ratifies and confirms each Report that has been signed by any other undersigned prior to the date hereof. Each of the undersigned acknowledges that each foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigneds’ responsibilities to comply with Section 13(d) or Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned are no longer required to file Reports with respect to the undersigneds’ current or future holdings of and transactions in securities issued by any public company, unless earlier revoked by the undersigned in a signed writing delivered to each foregoing attorney-in-fact.

[The remainder of this page is intentionally left blank.]


CUSIP No. 89374L104   13G  

 

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of dates set forth opposite their names.

 

                /s/ Otello Stampacchia

      Dated: February 12, 2020
Otello Stampacchia      

                /s/ Claudio Nessi

      Dated: February 11, 2020
Claudio Nessi      

                /s/ Anne-Mari Paster

      Dated: February 11, 2020
Anne-Mari Paster      

                /s/ Deirdre A. Cunnane

      Dated: February 11, 2020
Deirdre A. Cunnane