Form SC 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend]
November 14 2024 - 4:50PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Aura Biosciences, Inc.
(Name of Issuer)
Common stock, $0.00001 par value per share
(Title of Class of
Securities)
05153U107
(CUSIP Number)
September 30, 2024
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
¨
¨
x |
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. 05153U107 |
| 1. |
Names of Reporting Persons
Lundbeckfond Invest A/S |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨ (b) x (1) |
| 3. |
SEC
Use Only |
| 4. |
Citizenship or Place of Organization
Denmark |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
1,750,108 shares |
| 6. |
Shared Voting Power
0 |
| 7. |
Sole Dispositive Power
1,750,108 shares |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,750,108 shares |
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9)
3.5% (2) |
| 12. |
Type of Reporting Person (See Instructions)
CO |
| |
|
|
|
| (1) | All of such shares are Common Stock and held of record by Lundbeckfond. Lene Skole (“Skole”) is the Chief Executive Officer
of Lundbeckfond and may be deemed to have sole power to vote and dispose of these shares. The directors of Lundbeckfond have delegated
voting and dispositive power with respect to the shares held by Lundbeckfond to Skole. |
| (2) | This calculation is based on 49,606,115 shares of Common Stock outstanding as of August 5, 2024, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed on August 8, 2024 with the Securities and Exchange Commission (the “SEC”). |
| CUSIP
No. 05153U107 |
| 1. |
Names of Reporting Persons
Lene Skole |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨ (b) x (1) |
| 3. |
SEC
Use Only |
| 4. |
Citizenship or Place of Organization
Denmark |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
1,750,108 shares |
| 6. |
Shared Voting Power
0 |
| 7. |
Sole Dispositive Power
1,750,108 shares |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,750,108 shares |
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9)
3.5% (3) |
| 12. |
Type of Reporting Person (See Instructions)
IN |
| |
|
|
|
| (1) | All of such shares are Common Stock and held of record by Lundbeckfond. Skole is the Chief Executive Officer of Lundbeckfond and may be
deemed to have sole power to vote and dispose of these shares. The directors of Lundbeckfond have delegated voting and dispositive power
with respect to the shares held by Lundbeckfond to Skole. |
| (2) | This calculation is based on 49,606,115 shares of Common Stock outstanding as of August 5, 2024, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed on August 8, 2024 with the SEC. |
| Item 1. |
| |
(a) |
Name of Issuer
Aura Biosciences, Inc. (the “Issuer”) |
| |
(b) |
Address of Issuer’s Principal Executive Offices
80 Guest Street, Boston, MA 02135 |
| |
| Item 2. |
| |
(a) |
Name of Person Filing
Lundbeckfond Invest A/S (“Lundbeckfond”)
Lene Skole (“Skole”) |
| |
(b) |
Address of Principal Business Office or, if none, Residence
Scherfigsvej
7 DK-2100, København Ø, Denmark |
| |
(c) |
Citizenship
Entities: Lundbeckfond - Danish corporation
Individuals: Skole - Denmark |
| |
(d) |
Title of Class of Securities
Common Stock, $0.00001 par value (“Common Stock”) |
| |
(e) |
CUSIP Number
05153U107 |
| |
| 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: |
| |
|
| |
Not applicable |
| |
| Item 4. |
Ownership |
| |
|
| The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of September 30, 2024: |
Reporting
Persons | |
Shares
Held Directly | | |
Sole Voting Power | | |
Shared Voting Power | | |
Sole Dispositive Power | | |
Shared Dispositive Power | | |
Beneficial Ownership | | |
Percentage of
Class (2) | |
| Lundbeckfond (1) | |
| 1,750,108 | | |
| 1,750,108 | | |
| | | |
| 1,750,108 | | |
| | |
| 1,750,108 | | |
| 3.5 | % |
| Skole (1) | |
| | | |
| 1,750,108 | | |
| | | |
| 1,750,108 | | |
| | |
| 1,750,108 | | |
| 3.5 | % |
| (1) | All of such shares are Common Stock and held of record by Lundbeckfond. Skole is the Chief Executive Officer of Lundbeckfond and may be
deemed to have sole power to vote and dispose of these shares. The directors of Lundbeckfond have delegated voting and dispositive power
with respect to the shares held by Lundbeckfond to Skole. |
| (2) | This calculation is based on 49,606,115 shares of Common Stock outstanding as of August 5, 2024, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed on August 8, 2024 with the SEC. |
| 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 x |
| |
| Item
6. |
Ownership
of More than Five Percent on Behalf of Another Person |
| |
|
| |
Under certain circumstances set forth in the governing documents of Lundbeckfond, the stockholders of Lundbeckfond may be deemed to have
the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer. |
| |
| 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 |
| |
|
| |
Not
applicable |
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: November 14, 2024
| LUNDBECKFOND INVEST A/S |
|
| |
|
| By: |
/s/ Christian Elling |
|
| |
Name: |
Christian Elling |
|
| |
Title: |
Managing Partner |
|
| |
|
| /s/ Lene Skole |
|
| LENE SKOLE, CEO |
|
| |
|
|
|
| |
ATTENTION |
|
| Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
| |
|
|
|
Exhibit(s):
EXHIBIT A
JOINT FILING AGREEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock
of Aura Biosciences, Inc. is filed on behalf of each of us.
| LUNDBECKFOND INVEST A/S |
|
| |
|
| By: |
/s/ Christian Elling |
|
| |
Name: |
Christian Elling |
|
| |
Title: |
Managing Partner |
|
| |
|
| /s/ Lene Skole |
|
| LENE SKOLE, CEO |
|
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