0001193125-20-025412.txt : 20200205 0001193125-20-025412.hdr.sgml : 20200205 20200205163032 ACCESSION NUMBER: 0001193125-20-025412 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200205 DATE AS OF CHANGE: 20200205 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Axcella Health Inc. CENTRAL INDEX KEY: 0001633070 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91012 FILM NUMBER: 20579181 BUSINESS ADDRESS: STREET 1: 840 MEMORIAL DRIVE STREET 2: THIRD FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-868-0949 MAIL ADDRESS: STREET 1: 840 MEMORIAL DRIVE STREET 2: THIRD FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02139 FORMER COMPANY: FORMER CONFORMED NAME: Pronutria Biosciences, Inc. DATE OF NAME CHANGE: 20150206 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HarbourVest Partners L.P. CENTRAL INDEX KEY: 0001608086 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: HARBOURVEST PARTNERS, LLC STREET 2: ONE FINANCIAL CENTER, 44TH FLOOR CITY: BOSTON STATE: MA ZIP: 02111 BUSINESS PHONE: 617-348-3707 MAIL ADDRESS: STREET 1: HARBOURVEST PARTNERS, LLC STREET 2: ONE FINANCIAL CENTER, 44TH FLOOR CITY: BOSTON STATE: MA ZIP: 02111 SC 13G 1 d852924dsc13g.htm SC 13G SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Axcella Health Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

05454B105

(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 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. 05454B105

 

1  

NAMES OF REPORTING PERSONS

 

HarbourVest Partners L.P.

2  

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

(a)  ☐        (b)  ☐

 

3  

SEC USE ONLY

 

4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES
BENEFICIALLY OWNED BY

EACH
REPORTING
PERSON

WITH

     

SOLE VOTING POWER

 

0

     

SHARED VOTING POWER

 

1,229,034

     

SOLE DISPOSITIVE POWER

 

0

     

SHARED DISPOSITIVE POWER

 

1,229,034

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,229,034

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)

 

5.3%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IA


CUSIP No. 05454B105

 

1  

NAMES OF REPORTING PERSONS

 

HarbourVest Partners, LLC

2  

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

(a)  ☐        (b)  ☐

 

3  

SEC USE ONLY

 

4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES
BENEFICIALLY OWNED BY

EACH
REPORTING
PERSON

WITH

     

SOLE VOTING POWER

 

0

     

SHARED VOTING POWER

 

1,229,034

     

SOLE DISPOSITIVE POWER

 

0

     

SHARED DISPOSITIVE POWER

 

1,229,034

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,229,034

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)

 

5.3%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IA


CUSIP No. 05454B105

 

1  

NAMES OF REPORTING PERSONS

 

SMRS-TOPE LLC

2  

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

(a)  ☐        (b)  ☐

 

3  

SEC USE ONLY

 

4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES
BENEFICIALLY OWNED BY

EACH
REPORTING
PERSON

WITH

     

SOLE VOTING POWER

 

1,229,034

     

SHARED VOTING POWER

 

0

     

SOLE DISPOSITIVE POWER

 

1,229,034

     

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,229,034

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)

 

5.3%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO


CUSIP No. 05454B105

 

1  

NAMES OF REPORTING PERSONS

 

HVST-TOPE LLC

2  

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

(a)  ☐        (b)  ☐

 

3  

SEC USE ONLY

 

4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES
BENEFICIALLY OWNED BY

EACH
REPORTING
PERSON

WITH

     

SOLE VOTING POWER

 

0

     

SHARED VOTING POWER

 

1,229,034

     

SOLE DISPOSITIVE POWER

 

0

     

SHARED DISPOSITIVE POWER

 

1,229,034

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,229,034

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)

 

5.3%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO


CUSIP No. 05454B105

Item 1.

 

  (a)

Name of Issuer:

Axcella Health Inc. (the “Issuer”)

 

  (b)

Address of Issuer’s Principal Executive Offices:

840 Memorial Drive

Cambridge, MA 02139

(857) 320-2200

Item 2.

 

  (a)

Name of Person Filing:

HarbourVest Partners, LLC

HarbourVest Partners L.P.

HVST-TOPE LLC

SMRS-TOPE LLC

SMRS-TOPE LLC, HVST-TOPE LLC, HarbourVest Partners L.P. and HarbourVest Partners, LLC have entered into a Joint Filing Agreement, dated February 5, 2020, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which such reporting persons have agreed to file this statement jointly in accordance with the provisions of 13d-1(k)(1) under the Securities Exchange Act of 1934.

 

  (b)

Address of Principal Business Office or, if none, Residence

The principal business office of each reporting person is One Financial Center, Boston, MA 02111.

 

  (c)

Citizenship:

Reporting entities are all organized and exist under the laws of the State of Delaware.

 

  (d)

Title of Class of Securities:

Common stock, par value $0.001 per share

 

  (e)

CUSIP Number:

05454B105

 

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)

[ ] 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)

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

 

  (h)

[ ] A savings associations 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).

 

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.

 

(a)

Amount beneficially owned:

Consists of 1,229,034 shares common stock owned directly by SMRS-TOPE LLC. HarbourVest Partners, LLC (“HarbourVest”) is the General Partner of HarbourVest Partners L.P., which is the Manager of HVST-TOPE LLC, which is the Managing Member of SMRS-TOPE LLC. Each of HarbourVest, HarbourVest Partners L.P. and HVST-TOPE LLC may be deemed to have a beneficial interest in the shares held by SMRS-TOPE LLC.

Voting and investment power over the securities owned directly by SMRS-TOPE LLC is exercised by the Investment Committee of HarbourVest. Each of HarbourVest, HarbourVest Partners L.P. and HVST-TOPE LLC and the members of the HarbourVest Investment Committee disclaim beneficial ownership of the shares held directly by SMRS-TOPE LLC.

 

(b)

Percent of class:

5.3% (based on the Issuer’s aggregate of 23,113,715 shares of common stock outstanding as of November 8, 2019, as reported in the Issuer’s Form 10-Q, filed with the SEC on November 12, 2019).

 

(c)

Number of shares as to which the person has:

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

SMRS-TOPE LLC has the sole power to vote or to direct the vote of 1,229,034 shares of common stock.

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


HarbourVest, HarbourVest Partners L.P. and HVST-TOPE LLC may be deemed to have shared power to vote or direct the vote of 1,229,034 shares of common stock. Each of HarbourVest, HarbourVest Partners L.P. and HVST-TOPE LLC disclaim such beneficial ownership of such shares.

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

SMRS-TOPE LLC has the sole power to dispose or to direct the disposition of 1,229,034 shares of common stock.

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

HarbourVest, HarbourVest Partners L.P. and HVST-TOPE LLC may be deemed to have shared power to dispose or direct the disposition of 1,229,034 shares of common stock. Each of HarbourVest, HarbourVest Partners L.P. and HVST-TOPE LLC disclaim such beneficial ownership of such shares.

 

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.

See item 4 above.

 

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 I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.


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: February 5, 2020

 

HARBOURVEST PARTNERS, LLC
By:   /s/ William Royer
Name:   William Royer
Title:   Chief Compliance Officer

 

HARBOURVEST PARTNERS L.P.
By: HarbourVest Partners, LLC, its General Partner
By:   /s/ William Royer
Name:   William Royer
Title:   Chief Compliance Officer

 

HVST-TOPE LLC
By: HarbourVest Partners L.P., its Manager
By: HarbourVest Partners, LLC, its General Partner
By:   /s/ William Royer
Name:   William Royer
Title:   Chief Compliance Officer

 

SMRS-TOPE LLC
By: HVST-TOPE LLC, its Managing Member
By: HarbourVest Partners L.P., its Manager
By: HarbourVest Partners, LLC, its General Partner
By:   /s/ William Royer
Name:   William Royer
Title:   Chief Compliance Officer
EX-99.1 2 d852924dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13G to which this Exhibit is attached is filed on behalf of each of them. Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached. Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEROF, the undersigned hereby execute this Joint Filing Agreement as of February 5, 2020.

 

HARBOURVEST PARTNERS, LLC
By:   /s/ William Royer
Name:   William Royer
Title:   Chief Compliance Officer

 

HARBOURVEST PARTNERS L.P.
By: HarbourVest Partners, LLC, its General Partner
By:   /s/ William Royer
Name:   William Royer
Title:   Chief Compliance Officer

 

HVST-TOPE LLC
By: HarbourVest Partners L.P., its Manager
By: HarbourVest Partners, LLC, its General Partner
By:   /s/ William Royer
Name:   William Royer
Title:   Chief Compliance Officer

 

SMRS-TOPE LLC
By: HVST-TOPE LLC, its Managing Member
By: HarbourVest Partners L.P., its Manager
By: HarbourVest Partners, LLC, its General Partner
By:   /s/ William Royer
Name:   William Royer
Title:   Chief Compliance Officer