SC 13G 1 tm2034326d1_sc13g.htm SCHEDULE 13G

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G
(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. ___________)*

 

Aclaris Therapeutics, Inc.
(Name of Issuer)
 
 
Common Stock, par value $0.00001
(Title of Class of Securities)
 
 
00461U105
(CUSIP Number)
 
 
October 20, 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: 

 

  ¨ Rule 13d-1(b)
     
  x 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).

 

(Continued on following pages)

 

 

 

Page 1 of 12

 

Exhibit Index on Page 11 

 

 

CUSIP # 00461U105Page 2 of 12

 

 

1

NAME OF REPORTING PERSONS 

 

Foresite Capital Fund III, L.P. (“FCF III”) 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(a) ¨ 

(b) x 

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

 

1,620,244 shares, except that Foresite Capital Management III, LLC (“FCM III”), the general partner of FCF III, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM III, may be deemed to have sole power to vote these shares. 

6

SHARED VOTING POWER

 

See response to row 5. 

7

SOLE DISPOSITIVE POWER

 

1,620,244 shares, except that FCM III, the general partner of FCF III, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM III, may be deemed to have sole power to dispose of these shares. 

8

SHARED DISPOSITIVE POWER

 

See response to row 7. 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,620,244 

10

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

 

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

3.8% 

12

TYPE OF REPORTING PERSON

 

PN 

  

 

CUSIP # 00461U105Page 3 of 12

 

 

1

NAME OF REPORTING PERSONS

 

Foresite Capital Management III, LLC (“FCM III”) 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

(a) ¨

(b) x 

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

 

1,620,244 shares, all of which are directly owned by FCF III. FCM III, the general partner of FCF III, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM III, may be deemed to have sole power to vote these shares.

6

SHARED VOTING POWER

 

See response to row 5. 

7

SOLE DISPOSITIVE POWER

 

1,620,244 shares, all of which are directly owned by FCF III. FCM III, the general partner of FCF III, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM III, may be deemed to have sole power to dispose of these shares. 

8

SHARED DISPOSITIVE POWER

 

See response to row 7. 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,620,244 

10

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

 

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

3.8% 

12

TYPE OF REPORTING PERSON

 

OO 

  

 

CUSIP # 00461U105Page 4 of 12

 

 

1

NAME OF REPORTING PERSONS

 

Foresite Capital Fund IV, L.P. (“FCF IV”) 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

(a) ¨

(b) x 

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

 

610,696 shares, except that Foresite Capital Management IV, LLC (“FCM IV”), the general partner of FCF IV, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to vote these shares. 

6

SHARED VOTING POWER

 

See response to row 5. 

7

SOLE DISPOSITIVE POWER

 

610,696 shares, except that FCM IV, the general partner of FCF IV, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to dispose of these shares. 

8

SHARED DISPOSITIVE POWER

 

See response to row 7. 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

610,696 

10

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

 

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.4%* 

12

TYPE OF REPORTING PERSON

 

PN 

  

 

CUSIP # 00461U105Page 5 of 12

 

 

1

NAME OF REPORTING PERSONS

 

Foresite Capital Management IV, LLC (“FCM IV”) 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

(a) ¨

(b) x

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

 

610,696 shares, all of which are directly owned by FCF IV. FCM IV, the general partner of FCF IV, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to vote these shares.

6

SHARED VOTING POWER

 

See response to row 5. 

7

SOLE DISPOSITIVE POWER

 

610,696 shares, all of which are directly owned by FCF IV. FCM IV, the general partner of FCF IV, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to dispose of these shares. 

8

SHARED DISPOSITIVE POWER

 

See response to row 7. 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

610,696 

10

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

 

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.4%* 

12

TYPE OF REPORTING PERSON

 

OO 

 

 

CUSIP # 00461U105Page 6 of 12

 

 

1

NAME OF REPORTING PERSONS

 

James Tananbaum (“Tananbaum”) 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

(a) ¨

(b) x 

3

SEC USE ONLY  

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

2,230,940 shares, of which 1,620,244 are directly owned by FCF III and 610,696 are directly owned by FCF IV. Tananbaum is the managing member of FCM III, which is the general partner of FCF III, and the managing member of FCM IV, which is the general partner of FCF IV. Tananbaum may be deemed to have sole power to vote these shares. 

6

SHARED VOTING POWER

 

See response to row 5. 

7

SOLE DISPOSITIVE POWER

 

2,230,940 shares, of which 1,620,244 are directly owned by FCF III and 610,696 are directly owned by FCF IV. Tananbaum is the managing member of FCM III, which is the general partner of FCF III, and the managing member of FCM IV, which is the general partner of FCF IV. Tananbaum may be deemed to have sole power to dispose of these shares. 

8

SHARED DISPOSITIVE POWER

 

See response to row 7. 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,230,940 

10

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

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.2%* 

12

TYPE OF REPORTING PERSON

 

IN 

 

 

CUSIP # 00461U105Page 7 of 12

 

 

ITEM 1(A). NAME OF ISSUER
   
  Aclaris Therapeutics, Inc. (the “Issuer”)
   
ITEM 1(B). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
   
  640 Lee Road, Suite 200
  Wayne, PA 10987
   
ITEM 2(A). NAME OF PERSONS FILING
   
  This Schedule is filed by Foresite Capital Fund III, L.P., a Delaware limited partnership (“FCF III”), Foresite Capital Management III, LLC, a Delaware limited liability company (“FCM III”), Foresite Capital Fund IV, L.P., a Delaware limited partnership (“FCF IV”), Foresite Capital Management IV, LLC, a Delaware limited liability company (“FCM IV”), and James Tananbaum.  The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
   
ITEM 2(B). ADDRESS OF PRINCIPAL OFFICE
   
  The address for each of the Reporting Persons is:
   
  c/o Foresite Capital Management
  600 Montgomery Street, Suite 4500
  San Francisco, CA 94111
   
ITEM 2(C). CITIZENSHIP
   
  See Row 4 of cover page for each Reporting Person.
   
ITEM 2(D). TITLE OF CLASS OF SECURITIES
   
  Common Stock, par value $0.00001
   
ITEM 2(D) CUSIP NUMBER
   
  00461U105
   
ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
   
  Not applicable.
   
ITEM 4. OWNERSHIP
   
  The following information with respect to the ownership of the Common Stock of the Issuer by the persons filing this Statement is provided as of October 26, 2020:

 

 

CUSIP # 00461U105Page 8 of 12

 

 

(a)Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:

See Row 11 of cover page for each Reporting Person.

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.
   
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  Under certain circumstances set forth in the limited partnership agreements of FCF III and FCF IV and the limited liability company agreements of FCM III and FCM IV the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member.
   
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
   
  Not applicable.
   
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
  Not applicable

  

 

CUSIP # 00461U105Page 9 of 12

  

 

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not applicable
   
ITEM 10. CERTIFICATION.
   
  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 § 240.14a-11.

 

 

CUSIP # 00461U105Page 10 of 12

 

 

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.

 

Date: October 26, 2020

 

  FORESITE CAPITAL FUND III, L.P.
     
  By: FORESITE CAPITAL MANAGEMENT III, LLC
  Its: General Partner
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     
     
  FORESITE CAPITAL MANAGEMENT III, LLC
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     
     
  FORESITE CAPITAL FUND IV, L.P.
     
  By: FORESITE CAPITAL MANAGEMENT IV, LLC
  Its: General Partner
      
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     
     
  FORESITE CAPITAL MANAGEMENT IV, LLC
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     
  JAMES TANANBAUM
     
  By: /s/ James Tananbaum
  Name: James Tananbaum

   

 

CUSIP # 00461U105Page 11 of 12

 

 

EXHIBIT INDEX

 

  Found on Sequentially
Exhibit Numbered Page
Exhibit A:  Agreement of Joint Filing 12
   

  

 

CUSIP # 00461U105Page 12 of 12

 

 

exhibit A

 

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

Date: October 26, 2020

   

  FORESITE CAPITAL FUND III, L.P.
     
  By: FORESITE CAPITAL MANAGEMENT III, LLC
  Its: General Partner
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     
     
  FORESITE CAPITAL MANAGEMENT III, LLC
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     
     
  FORESITE CAPITAL FUND IV, L.P.
     
  By: FORESITE CAPITAL MANAGEMENT IV, LLC
  Its: General Partner
      
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     
     
  FORESITE CAPITAL MANAGEMENT IV, LLC
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     
  JAMES TANANBAUM
     
  By: /s/ James Tananbaum
  Name: James Tananbaum