SC 13D/A 1 tm2312518d1_sc13da.htm SC 13D/A

 

 

 

  UNITED STATES  
  SECURITIES AND EXCHANGE COMMISSION  
  Washington, D.C. 20549  
     
  SCHEDULE 13D  

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

Pear Therapeutics, Inc.

(Name of Issuer)

 

Class A Common stock, $0.0001 par value per share

(Title of Class of Securities)

 

704723105

(CUSIP Number)

 

Rebecca Lucia

5AM Venture Management, LLC

501 2nd Street, Suite 350

San Francisco, CA 94107

(415) 993-8565

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

April 10, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* 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.   704723105
  1. Names of Reporting Persons
5AM Ventures IV, L.P.
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)  ¨
    (b)  x (1)
  3. SEC Use Only
  4. Source of Funds (See Instructions)
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
  6. Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 7. Sole Voting Power
0
8. Shared Voting Power
0 shares of Class A Common Stock
9. Sole Dispositive Power
0
10. Shared Dispositive Power
0 shares of Class A Common Stock
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Class A Common Stock
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
  13. Percent of Class Represented by Amount in Row (11)
0.0%
  14. Type of Reporting Person (See Instructions)
PN
           

(1)This Schedule 13D is filed by 5AM Ventures IV, L.P. (“5AM IV”), 5AM Co-Investors IV, L.P. (“5AM Co-Investors IV”), 5AM Partners IV, LLC (“5AM Partners IV”), 5AM Opportunities I, L.P. (“5AM Opportunities”), 5AM Opportunities I (GP), LLC (“5AM Opportunities GP”), Dr. John D. Diekman (“Diekman”), Dr. Scott M. Rocklage (“Rocklage”) and Andrew J. Schwab (“Schwab” and, with 5AM IV, 5AM Co-Investors IV, 5AM Partners IV, 5AM Opportunities, 5AM Opportunities GP, Diekman and Rocklage, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

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CUSIP No.   704723105
  1. Names of Reporting Persons
5AM Co-Investors IV, L.P.
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)  ¨
    (b)  x (1)
  3. SEC Use Only
  4. Source of Funds (See Instructions)
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
  6. Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 7. Sole Voting Power
0
8. Shared Voting Power
0 shares of Class A Common Stock
9. Sole Dispositive Power
0
10. Shared Dispositive Power
0 shares of Class A Common Stock
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Class A Common Stock
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
  13. Percent of Class Represented by Amount in Row (11)
0.0%
  14. Type of Reporting Person (See Instructions)
PN
           

(1)This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

3 

 

 

CUSIP No.   704723105
  1. Names of Reporting Persons
5AM Partners IV, LLC
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)  ¨
    (b)  x (1)
  3. SEC Use Only
  4. Source of Funds (See Instructions)
AF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
  6. Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 7. Sole Voting Power
0
8. Shared Voting Power
0 shares of Class A Common Stock
9. Sole Dispositive Power
0
10. Shared Dispositive Power
0 shares of Class A Common Stock
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Class A Common Stock
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
  13. Percent of Class Represented by Amount in Row (11)
0.0%
  14. Type of Reporting Person (See Instructions)
OO
           

(1)This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

4 

 

 

CUSIP No.   704723105
  1. Names of Reporting Persons
5AM Opportunities I, L.P.
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)  ¨
    (b)  x (1)
  3. SEC Use Only
  4. Source of Funds (See Instructions)
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
  6. Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 7. Sole Voting Power
0
8. Shared Voting Power
0 shares of Class A Common Stock
9. Sole Dispositive Power
0
10. Shared Dispositive Power
0 shares of Class A Common Stock
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Class A Common Stock
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
  13. Percent of Class Represented by Amount in Row (11)
0.0%
  14. Type of Reporting Person (See Instructions)
PN
           

(1)This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

5 

 

 

CUSIP No.   704723105
  1. Names of Reporting Persons
5AM Opportunities I (GP), LLC
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)  ¨
    (b)  x (1)
  3. SEC Use Only
  4. Source of Funds (See Instructions)
AF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
  6. Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 7. Sole Voting Power
0
8. Shared Voting Power
0 shares of Class A Common Stock
9. Sole Dispositive Power
0
10. Shared Dispositive Power
0 shares of Class A Common Stock
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Class A Common Stock
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
  13. Percent of Class Represented by Amount in Row (11)
0.0%
  14. Type of Reporting Person (See Instructions)
OO
           

(1)This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

6 

 

 

CUSIP No.   704723105
  1. Names of Reporting Persons
Dr. John D. Diekman
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)  ¨
    (b)  x (1)
  3. SEC Use Only
  4. Source of Funds (See Instructions)
AF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
  6. Citizenship or Place of Organization
United States of America
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 7. Sole Voting Power
0
8. Shared Voting Power
0 shares of Class A Common Stock
9. Sole Dispositive Power
0
10. Shared Dispositive Power
0 shares of Class A Common Stock
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Class A Common Stock
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
  13. Percent of Class Represented by Amount in Row (11)
0.0%
  14. Type of Reporting Person (See Instructions)
IN
           

(1)This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

7 

 

 

CUSIP No.   704723105
  1. Names of Reporting Persons
Dr. Scott M. Rocklage
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)  ¨
    (b)  x (1)
  3. SEC Use Only
  4. Source of Funds (See Instructions)
AF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
  6. Citizenship or Place of Organization
United States of America
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 7. Sole Voting Power
0
8. Shared Voting Power
0 shares of Class A Common Stock
9. Sole Dispositive Power
0
10. Shared Dispositive Power
0 shares of Class A Common Stock
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Class A Common Stock
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
  13. Percent of Class Represented by Amount in Row (11)
0.0%
  14. Type of Reporting Person (See Instructions)
IN
           

(1)This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

8 

 

 

CUSIP No.   704723105
  1. Names of Reporting Persons
Andrew J. Schwab
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)  ¨
    (b)  x (1)
  3. SEC Use Only
  4. Source of Funds (See Instructions)
AF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
  6. Citizenship or Place of Organization
United States of America
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 7. Sole Voting Power
0
8. Shared Voting Power
0 shares of Class A Common Stock
9. Sole Dispositive Power
0
10. Shared Dispositive Power
0 shares of Class A Common Stock
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Class A Common Stock
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
  13. Percent of Class Represented by Amount in Row (11)
0.0%
  14. Type of Reporting Person (See Instructions)
IN
           

(1)This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

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Explanatory Note: This Amendment No. 2 (the “Amendment”), which amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on December 13, 2021, as amended by Amendment No. 1 filed with the SEC on September 16, 2022 (as amended, the “Original Schedule 13D”) filed on behalf of 5AM Ventures IV, L.P. (“5AM IV”), 5AM Co-Investors IV, L.P. (“5AM Co-Investors IV”), 5AM Partners IV, LLC (“5AM Partners IV”), 5AM Opportunities I, L.P. (“5AM Opportunities”), 5AM Opportunities I (GP), LLC (“5AM Opportunities GP”), Dr. John D. Diekman (“Diekman”), Dr. Scott M. Rocklage (“Rocklage”) and Andrew J. Schwab (“Schwab” and, with 5AM Partners IV, 5AM IV, Co-Investors IV, 5AM Opportunities, 5AM Opportunities GP, Diekman and Rocklage, collectively, the “Reporting Persons”), relates to the Class A Common Stock, $0.0001 par value (“Class A Common Stock”) of Pear Therapeutics, Inc., a Delaware corporation. This Amendment is being filed by the Reporting Persons to report open market sales of Class A Common Stock on April 10, 2023 and April 11, 2023. Accordingly, the number of securities beneficially owned by the Reporting Persons has decreased as described in Items 4 and 5 below.

 

Items 4 and 5 of the Original Schedule 13D are hereby amended and supplemented to the extent hereinafter expressly set forth and, except as amended and supplemented hereby, the Original Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D.

 

Item 4.Purpose of Transaction

 

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 4:

 

On April 10, 2023, 5AM IV sold 12,836,489 shares of Class A Common Stock, 5AM Co-Investors IV sold 534,855 shares of Class A Common Stock and 5AM Opportunities sold 3,172,769 shares of Class A Common Stock, each in open market transactions at prices ranging from $0.11 to $0.19 per share (a weighted-average price of $0.12 per share).

 

On April 11, 2023, 5AM Opportunities sold 200,000 shares of Class A Common Stock in open market transactions at prices ranging from $0.12 to $0.13 per share (a weighted-average price of $0.12 per share).

 

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Item 5.Interest in Securities of the Issuer

 

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a)– (b). The following information with respect to the ownership of the Class A Common Stock of the Issuer by the persons filing this statement on Schedule 13D is provided as of April 12, 2023:

 

Reporting Persons  Shares Held
Directly		   Sole Voting
Power		   Shared
Voting
Power		   Sole
Dispositive
Power		   Shared
Dispositive
Power		   Beneficial
Ownership		   Percentage of
Class		 
5AM IV   0    0    0    0    0    0    0.0%
                                    
5AM Co-Investors IV   0    0    0    0    0    0    0.0%
                                    
5AM Partners IV   0    0    0    0    0    0    0.0%
                                    
5AM Opportunities   0    0    0    0    0    0    0.0%
                                    
5AM Opportunities GP   0    0    0    0    0    0    0.0%
                                    
Diekman   0    0    0    0    0    0    0.0%
                                    
Rocklage   0    0    0    0    0    0    0.0%
                                    
Schwab   0    0    0    0    0    0    0.0%

 

(c)Except as set forth herein, none of the Reporting Persons has effected any transactions in shares of the Issuer’s Class A Common Stock during the last 60 days.

 

(d)No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Class A Common Stock beneficially owned by any of the Reporting Persons.

 

(e)The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock on April 10, 2023.

 

Item 7.Material to be Filed as Exhibits

 

A.Joint Filing Agreement, dated December 13, 2021 (incorporated by reference to the Original Schedule 13D, filed on December 13, 2021).

 

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Signature

 

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: April 12, 2023  
   
5AM Ventures IV, L.P.  
   
By: 5AM Partners IV, LLC  
its General Partner  
   
By: /s/ Andrew J. Schwab  
  Name: Andrew J. Schwab  
  Title: Managing Member  
   
5AM Co-Investors IV, L.P.  
   
By: 5AM Partners IV, LLC  
its General Partner  
   
By: /s/ Andrew J. Schwab  
  Name: Andrew J. Schwab  
  Title: Managing Member  
   
5AM Partners IV, LLC  
   
By: /s/ Andrew J. Schwab  
Name: Andrew J. Schwab  
Title: Managing Member  
   
5AM Opportunities I, L.P.  
   
By: 5AM Opportunities I (GP), LLC  
its General Partner  
   
By: /s/ Andrew J. Schwab  
  Name: Andrew J. Schwab  
  Title: Managing Member  
   
5AM Opportunities I (GP), LLC  
   
By: /s/ Andrew J. Schwab  
  Name: Andrew J. Schwab  
  Title: Managing Member  
   
/s/ Dr. John D. Diekman  
Dr. John D. Diekman  
   
/s/ Dr. Scott M. Rocklage  
Dr. Scott M. Rocklage  
   
/s/ Andrew J. Schwab  
Andrew J. Schwab  

 

  ATTENTION  
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

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