UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

PMV Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.00001 par value per share

(Title of Class of Securities)

69353Y103

(CUSIP Number)

December 31, 2022

(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.: 69353Y103 13G  Page 2 of 9 Pages

1	NAMES OF REPORTING PERSONS
	Boxer Capital, LLC
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
			3,163,795
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			3,163,795
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,163,795
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.9%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

*Based on 45,665,428 shares of Common Stock outstanding as of November 8, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”) on November 8, 2022.

CUSIP No.: 69353Y103 13G  Page 3 of 9 Pages

1	NAMES OF REPORTING PERSONS
	Boxer Asset Management Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Bahamas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			3,163,795
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			3,163,795
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,163,795
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.9%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

*Based on 45,665,428 shares of Common Stock outstanding as of November 8, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2022.

CUSIP No.: 69353Y103 13G  Page 4 of 9 Pages

1	NAMES OF REPORTING PERSONS
	Joe Lewis
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			3,163,795
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			3,163,795
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,163,795
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.9%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 *Based on 45,665,428 shares of Common Stock outstanding as of November 8, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2022.

CUSIP No.: 69353Y103 13G  Page 5 of 9 Pages

1	NAMES OF REPORTING PERSONS
	MVA Investors, LLC
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
			77,380
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			77,380
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	77,380
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.2%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

*Based on 45,665,428 shares of Common Stock outstanding as of November 8, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2022.

CUSIP No.: 69353Y103 13G  Page 6 of 9 Pages

1	NAMES OF REPORTING PERSONS
	Aaron I. Davis
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
			77,380
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			77,380
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	77,380
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.2%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 

*Based on 45,665,428 shares of Common Stock outstanding as of November 8, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2022.

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the statement on Schedule 13G is filed on September 30, 2020 (the “Original Filing”) by Boxer Capital, LLC (“Boxer Capital”), Boxer Asset Management Inc. (“Boxer Management”), Joe Lewis, MVA Investors, LLC (“MVA Investors”) and Aaron I. Davis (together with Boxer Capital, Boxer Management, Joe Lewis and MVA Investors, the “Reporting Persons”), as amended by Amendment No. 1 on February 14, 2022 by the Reporting Persons. The Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 2. Capitalized terms used and not defined in this Amendment No. 2 have the meanings set forth in the Original Filing, as amended.

Item 4 Ownership:

(a) Amount beneficially owned: Boxer, Boxer Management and Joe Lewis beneficially own 3,163,795 shares of Common Stock. MVA Investors and Aaron I. Davis beneficially own 77,380 shares of Common Stock. The Reporting Persons beneficially own, in the aggregate, 3,241,175 shares of Common Stock.

(b) Percent of class: The shares of Common Stock beneficially owned by Boxer Capital, Boxer Management and Joe Lewis represents 6.9% of the Issuer’s outstanding shares of Common Stock. The shares of Common Stock beneficially owned by MVA Investors and Aaron I. Davis represents 0.2% of the Issuer’s outstanding shares of Common Stock. The shares of Common Stock beneficially owned by the Reporting Persons represents, in the aggregate, 7.1% of the Issuer’s outstanding shares of Common Stock. All percentages are based on 45,665,428 shares of Common Stock outstanding as of November 8, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2022.

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

(i) sole power to vote or to direct the vote: None of the Reporting Persons has sole power to vote or to direct the vote of any shares of Common Stock.

(ii) shared power to vote or to direct the vote: Boxer Capital, Boxer Management and Joe Lewis have shared power to vote or to direct the vote of the 3,163,795 shares of Common Stock they beneficially own. MVA Investors and Aaron I. Davis have shared power to vote or to direct the vote of the 77,380 shares of Common Stock they beneficially own.

(iii) sole power to dispose or to direct the disposition of: None of the Reporting Persons has sole power to dispose or to direct the disposition of any shares of Common Stock.

(iv) shared power to dispose or to direct the disposition of: Boxer Capital, Boxer Management and Joe Lewis have shared power to dispose or to direct the disposition of the 3,163,795 shares of Common Stock they beneficially own. MVA Investors and Aaron I. Davis have shared power to dispose or to direct the disposition of the 77,380 shares of Common Stock they beneficially own.

Item 10 Certification:

(c) 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.

Exhibits Certification:

1 Joint Filing Agreement, dated September 30, 2020, among the Reporting Persons, incorporated herein by reference to Exhibit 99.1 to the Schedule 13G filed on September 30, 2020.

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 14, 2023
	BOXER CAPITAL, LLC
	By:	/s/ Aaron I. Davis
	Name:	Aaron I. Davis
	Title:	Authorized Signatory
	BOXER ASSET MANAGEMENT INC.
	By:	/s/ Paul Higgs
	Name:	Paul Higgs
	Title:	Secretary
	JOSEPH C. LEWIS
	/s/ Joseph C. Lewis
	Joseph C. Lewis Individually
	MVA INVESTORS, LLC
	By:	/s/ Aaron I. Davis
	Name:	Aaron I. Davis
	Title:	Authorized Signatory
	AARON I. DAVIS
	/s/ Aaron I. Davis
	Aaron I. Davis, Individually