Initial Statement of Beneficial Ownership (3)
06 Março 2023 - 7:19PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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5AM Partners VI, LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
2/23/2023
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3. Issuer Name and Ticker or Trading Symbol
Enliven Therapeutics, Inc. [ELVN]
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(Last)
(First)
(Middle)
501 2ND STREET, SUITE 350, |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Street)
SAN FRANCISCO, CA 94107
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Common Stock | 4838092 | I | By 5AM Ventures VI, L.P. (1) |
| Common Stock | 960383 | I | By 5AM Opportunities I, L.P. (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | The shares are directly held by 5AM Ventures VI, L.P. ("Ventures VI"). 5AM Partners VI, LLC ("Partners VI") is the sole general partner of Ventures VI. Dr. Kush Parmar and Andrew J. Schwab are the managing members of Partners VI and may be deemed to have shared voting and investment power over the shares beneficially owned by Ventures VI. Each of Partners VI and Dr. Parmar disclaims beneficial ownership of such shares except to the extent of its or his respective pecuniary interest therein. Mr. Schwab is a director of the Issuer and files separate Section 16 reports. |
| (2) | The shares are directly held by 5AM Opportunities I, L.P. ("Opportunities"). 5AM Opportunities I (GP), LLC ("Opportunities GP") is the sole general partner of Opportunities. Andrew J. Schwab and Dr. Kush Parmar are the managing members of Opportunities GP and may be deemed to have shared voting and investment power over the shares beneficially owned by Opportunities. Each of Opportunities GP and Dr. Parmar disclaims beneficial ownership of such shares, except to the extent of its or his respective pecuniary interest therein. Mr. Schwab is a director of the Issuer and files separate Section 16 reports. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
5AM Partners VI, LLC
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA 94107 |
| X |
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5AM Ventures VI, L.P.
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA 94107 |
| X |
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5AM Opportunities I (GP), LLC
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA 94107 |
| X |
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5AM Opportunities I, L.P.
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA 94107 |
| X |
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PARMAR KUSH
C/O 5AM VENTURE MANAGEMENT, LLC
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA 94107 |
| X |
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Signatures
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| 5AM Partners VI, LLC, By /s/ Kush Parmar, Managing Member | | 3/6/2023 |
| **Signature of Reporting Person | Date |
| 5AM Ventures VI, L.P., By: 5AM Partners VI, LLC, its General Partner, By /s/ Kush Parmar, Managing Member | | 3/6/2023 |
| **Signature of Reporting Person | Date |
| 5AM Opportunities I (GP), LLC, By /s/ Kush Parmar, Managing Member | | 3/6/2023 |
| **Signature of Reporting Person | Date |
| 5AM Opportunities I, L.P., By: 5AM Opportunities I (GP), LLC, its General Partner, By /s/ Kush Parmar, Managing Member | | 3/6/2023 |
| **Signature of Reporting Person | Date |
| /s/ Kush Parmar | | 3/6/2023 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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