SC 13G/A 1 p24-0016sc13ga.htm SIGHT SCIENCES, INC.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 

Sight Sciences, Inc.

(Name of Issuer)
 

Common Stock, $0.001 par value

(Title of Class of Securities)
 

82657M105

(CUSIP Number)
 

December 31, 2023

(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G/A is filed:
 
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 7 Pages)

 

______________________________

*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. 82657M10513G/APage 2 of 7 Pages

 

1

NAME OF REPORTING PERSON

 

D1 Capital Partners L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

- 0 -

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

- 0 -

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

- 0 -

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

PN, IA

         

 

 

 

CUSIP No. 82657M10513G/APage 3 of 7 Pages

 

1

NAME OF REPORTING PERSON

 

Daniel Sundheim

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

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 -

6

SHARED VOTING POWER

- 0 -

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

- 0 -

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

- 0 -

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

IN, HC

         

 

 

CUSIP No. 82657M10513G/APage 4 of 7 Pages

 

Item 1(a). Name of Issuer.
   
  Sight Sciences, Inc. (the "Issuer")

 

Item 1(b). Address of Issuer's Principal Executive Offices.
   
 

4040 Campbell Avenue, Suite 100

Menlo Park, CA 94025

 

Item 2(a). Name of Person Filing.
   
 

This statement is filed by D1 Capital Partners L.P. (the "Investment Manager") and Daniel Sundheim (the "Mr. Sundheim"). The foregoing persons are hereinafter sometimes referred to as the "Reporting Persons."

 

The Investment Manager is a registered investment adviser and serves as the investment manager of private investment vehicles and accounts (the "Investment Vehicles"), and may have been deemed to beneficially own the shares of Common Stock that were held by the Investment Vehicles. Mr. Sundheim indirectly controls the Investment Manager and may have been deemed to beneficially own the shares of Common Stock that were held by the Investment Vehicles.

 

Item 2(b). Address of Principal Business Office.
   
 

D1 Capital Partners L.P.

9 West 57th Street, 36th Floor

New York, New York 10019

 

Daniel Sundheim

c/o D1 Capital Partners L.P.

9 West 57th Street, 36th Floor

New York, New York 10019

 

Item 2(c). Place of Organization.
   
 

Investment Manager – Delaware

Mr. Sundheim – United States of America

 

Item 2(d). Title of Class of Securities.
   
  Common stock, $0.001 par value (the "Common Stock")

 

Item 2(e). CUSIP Number.
   
  82657M105

 

 

CUSIP No. 82657M10513G/APage 5 of 7 Pages

 

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:

 

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e) x An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 

  (g) x

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

  (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
  specify the type of institution:  

 

Item 4. Ownership.
   
  The information required by Items 4(a) - (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.  

 

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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ý

 

 

CUSIP No. 82657M10513G/APage 6 of 7 Pages

 

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.  
     
  By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired 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.

 

 

 

CUSIP No. 82657M10513G/APage 7 of 7 Pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: January 10, 2024  
  D1 Capital Partners L.P.
   
  By: /s/ Amanda Hector
  Name:  Amanda Hector   
  Title:    General Counsel and Chief Compliance Officer
   
   
   
  /s/ Daniel Sundheim
  DANIEL SUNDHEIM